MILLER INDUSTRIES INC /TN/, S-3, 1996-10-15

MILLER INDUSTRIES INC /TN/
S-3, 1996-10-15
TRUCK & BUS BODIES

Previous: MILLER INDUSTRIES INC /TN/, 8-K/A, 1996-10-15

Next: TRANSMEDIA ASIA PACIFIC INC, 8-K/A, 1996-10-15

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996.

FILE NO. 333-

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------
MILLER INDUSTRIES, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

TENNESSEE 62-1566286
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

900 CIRCLE 75 PARKWAY, ATLANTA, GEORGIA 30339
(770) 988-0797
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
ISSUER'S PRINCIPAL EXECUTIVE OFFICES)

FRANK MADONIA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
MILLER INDUSTRIES, INC.
900 CIRCLE 75 PARKWAY, ATLANTA, GEORGIA 30339
(770) 988-0797
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

----------------
COPIES TO:
DAVID A. STOCKTON J. CHASE COLE
KILPATRICK & CODY, L.L.P. WALLER LANSDEN DORTCH
1100 PEACHTREE STREET, & DAVIS, PLLC
ATLANTA, GEORGIA 30309-4530 2100 NASHVILLE CITY CENTER,
(404) 815-6500 NASHVILLE, TENNESSEE 37219
(615) 244-6380
----------------

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering____ _________.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering___ ________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIESTO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01
per share............. 3,870,537 shares $19.50 $75,475,472 $22,872
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) In accordance with Rule 457(c), the registration fee has been calculated
on the basis of $19.50 per share, the average of the high and low sale prices
of the Company's Common Stock reported on the New York Stock Exchange on
October 14, 1996.
----------------

THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED OCTOBER 15, 1996
PROSPECTUS
3,365,685 SHARES

[LOGO OF MILLER INDUSTRIES, INC. APPEARS HERE]
COMMON STOCK

-----------

Of the 3,365,685 shares of Common Stock offered hereby (the "Offering"),
1,000,000 shares are being sold by Miller Industries, Inc. (the "Company"), and
2,365,685 shares are being sold by certain shareholders of the Company (the
"Selling Shareholders"). See "Principal and Selling Shareholders." The Company
will not receive any proceeds from the sale of shares of Common Stock by the
Selling Shareholders.

The Common Stock is traded on the New York Stock Exchange (the "NYSE") under
the symbol "MLR." On October 14, 1996, the closing sale price for the Common
Stock was $19.00 per share.

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) SHAREHOLDERS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share..................... $ $ $ $
- -------------------------------------------------------------------------------
Total(3)...................... $ $ $ $
- -------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting estimated expenses of $ payable by the Company.
(3) The Company has granted the Underwriters an over-allotment option to
purchase up to 504,852 additional shares of Common Stock on the same terms
and conditions as set forth above. If all such shares are purchased by the
Underwriters, the total Price to Public will be $ , the total
Underwriting Discount will be $ , and the total Proceeds to Company
will be $ . See "Underwriting."

-----------

The shares of Common Stock are offered subject to receipt and acceptance by
the several Underwriters, to prior sale and to the Underwriters' right to
reject orders in whole or in part and to withdraw, cancel or modify the offer
without notice. It is expected that certificates for the shares will be
available for delivery on or about , 1996 at the offices of Bear,
Stearns & Co. Inc., 245 Park Avenue, New York, New York 10167.

BEAR, STEARNS & CO. INC.

J.C. BRADFORD & CO.

MONTGOMERY SECURITIES

THE ROBINSON-HUMPHREY
COMPANY, INC.

The date of this Prospectus is , 1996
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and supplemental consolidated financial statements appearing
elsewhere in this Prospectus. Unless the context otherwise requires, the
"Company" means Miller Industries, Inc. and its subsidiaries. All references in
this Prospectus to share and per share data have been adjusted to reflect a 3-
for-2 stock split effected in April 1996 and a 2-for-1 stock split effected in
September 1996, each in the form of a stock dividend. Unless otherwise
indicated, the information in this Prospectus does not give effect to the
exercise of the Underwriters' over-allotment option. All financial data in this
Prospectus give retroactive effect to the Company's acquisition of three
businesses in fiscal 1997 which have been accounted for under the pooling-of-
interests method.

THE COMPANY

Miller Industries, Inc. is the largest manufacturer of vehicle towing and
recovery equipment in North America and Europe. The Company markets its
products under the Century(R), Challenger(TM), Holmes(R), Champion(R),
Eagle(TM), Jige(TM), Boniface(TM) and Vulcan(R) brand names through
approximately 160 independent distributors in North America, including four
Company-owned distributors, and 38 additional distributors servicing foreign
markets. Each of the Company's brands has a well-established, distinct product
image and corresponding customer loyalty.

Since 1990 the Company has developed or acquired several of the most well-
recognized brands in the highly fragmented towing and recovery industry. During
this period, management has strengthened the Company's distributor network,
increased domestic and international market share, increased production
capacity, achieved cost savings and improved manufacturing efficiencies and
product design, resulting in significant growth in revenue and net income. From
the fiscal year ended July 31, 1992, to the fiscal year ended April 30, 1996,
net sales grew from $51.4 million to $163.8 million and net income increased
from $2.2 million to $8.1 million, representing a 34% and 38% compounded annual
growth rate in net sales and net income, respectively, for that period.

The Company's strategy has been to increase its market share in the towing
and recovery equipment manufacturing industry through a combination of
acquisitions and internal growth. In 1996, the Company increased its domestic
and international market share as a result of the acquisitions of three well-
known brands. In January 1996, the Company acquired S.A. Jige Lohr Wreckers, a
leading European manufacturer of wreckers and car carriers, and in April 1996,
the Company acquired Boniface Engineering Limited, a leading manufacturer of
large wreckers in the United Kingdom, thereby establishing itself as the market
leader in Europe. In September 1996, the Company acquired Vulcan International,
Inc., a leading domestic manufacturer of towing equipment.

As a natural extension of its leading market position in manufacturing and
strong brand name recognition, the Company has broadened its strategy to
include vertical integration, with the goal of becoming the leading worldwide
manufacturer, distributor and service provider in the towing and recovery
industry. Recently, the Company acquired four towing equipment distributors,
which are intended to be the first in a series of such acquisitions that will
form a North American distribution network for towing and recovery equipment as
well as other specialty truck equipment and components. Also in 1996, the
Company established its Financial Services Group to provide equipment financing
and related services to its distributors and their customers. Management
believes that the Company's in-depth knowledge of its customer base and the
equipment being financed will facilitate the successful development of the
Financial Services Group. In addition, the Company intends to expand into the
towing services market during fiscal 1997.

3
<PAGE>

equipment and range in type from the conventional tow truck to large recovery
vehicles with rotating hydraulic booms and 60-ton lifting capacities. Car
carriers are specialized flat bed hauling vehicles with hydraulic tilt
mechanisms that enable a towing operator to drive or winch a vehicle onto the
bed for transport. Car carriers transport new or disabled vehicles and other
equipment and are particularly effective over longer distances.

The Company's products are sold primarily through independent distributors
that serve all 50 states, Canada and Mexico, and other foreign markets
including Europe, Japan, Taiwan, Hong Kong, China and the Middle East. As a
result of the acquisitions of Jige Lohr and Boniface, the Company significantly
increased its distribution capabilities in Europe. While most of the Company's
distributor agreements do not contain exclusivity provisions, management
believes that approximately 65% of the Company's independent distributors sell
the Company's products on an exclusive basis. In addition to selling the
Company's products to towing operators, the distributors provide parts and
service. The Company also has independent sales representatives that
exclusively market the Company's products and provide expertise and sales
assistance to distributors. Management believes the strength of the Company's
distribution network and the breadth of its product offerings are two key
advantages over its competitors.

Management's operating strategy for the continued development of its
manufacturing and marketing operations emphasize the following elements: (i)
supporting and enhancing its brands and patents, (ii) improving manufacturing
efficiency and productivity, (iii) offering a comprehensive product line with a
continued focus on technological innovation, and (iv) maintaining strong
relationships with its distributors.

The Company was incorporated under the laws of the State of Tennessee in
April 1994. The Company's principal executive offices are located at 900 Circle
75 Parkway, Atlanta, Georgia 30339, and its telephone number is (770) 988-0797.

THE OFFERING

<TABLE>
<C> <S>
Common Stock offered by the Company............... 1,000,000 shares (1)
Common Stock offered by the Selling Shareholders..2,365,685 shares
Common Stock to be outstanding after the Offering. 25,051,364 shares (1)(2)
Use of proceeds................................... To fund capital
expenditures including
expansion of manufacturing
capacity, fund the
Company's Financial
Services Group, finance
future acquisitions, and
for general corporate
purposes including working
capital.
NYSE symbol....................................... MLR
</TABLE>
- --------
(1) Excludes up to 504,852 shares of Common Stock which may be sold by the
Company upon exercise of the over-allotment option granted to the
Underwriters. See "Underwriting."
(2) Excludes 2,356,052 shares reserved for issuance upon the exercise of
outstanding stock options granted pursuant to the Company's existing stock
option plans.

4
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)

<TABLE>
<CAPTION>
TWELVE
MONTHS YEAR YEAR THREE MONTHS
ENDED ENDED ENDED ENDED JULY 31,
APRIL 30, APRIL 30, APRIL 30, ---------------
1994(1) 1995 1996 1995 1996
--------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Net sales........................ $83,302 $125,899 $163,810 $37,080 $49,339
Gross profit..................... 17,056 22,352 27,443 5,726 8,234
Operating expenses............... 11,730 12,774 14,612 3,232 4,280
Income from operations........... 5,326 9,578 12,831 2,494 3,954
Net income(2).................... 3,543 6,225 8,055 1,474 2,629
Net income per share(2).......... $ 0.27 $ 0.33 $ 0.37 $ 0.07 $ 0.11
Weighted average number of common
and common equivalent shares
outstanding..................... 13,021 18,592 21,708 20,689 24,127
</TABLE>

<TABLE>
<CAPTION>
JULY 31, 1996
-----------------------
ACTUAL AS ADJUSTED(3)
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Working capital......................................... $ 54,856 $ 72,506
Total assets............................................ 113,687 131,337
Total debt(4)........................................... 7,919 7,919
Total shareholders' equity.............................. 70,570 88,220
</TABLE>
- --------
(1) In connection with the reorganization preceding the initial public offering
in August 1994, the Company adopted an April 30 year end. The twelve months
ended April 30, 1994 is presented for comparative purposes only by
combining the nine months ended April 30, 1994 with the three months ended
July 31, 1993. See "Selected Consolidated Financial Information" for actual
fiscal periods.
(2) Reflects net income and net income per share before extraordinary gain and
cumulative effect of accounting change. See "Selected Consolidated
Financial Information."
(3) Adjusted to reflect the sale by the Company of 1,000,000 shares of Common
Stock offered hereby at an assumed offering price of $19.00 per share and
the application of the estimated net proceeds therefrom. See "Use of
Proceeds."
(4) All funded debt, including the current portion of long-term debt and line
of credit.

5
<PAGE>

RISK FACTORS

In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
Common Stock offered hereby. This Prospectus contains, in addition to
historical information, forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially. Factors
that could cause or contribute to such differences include, but are not
limited to, those discussed below, as well as those discussed elsewhere in
this Prospectus.

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

The Company has acquired seven businesses during 1996. In addition, the
Company's growth strategy includes additional acquisitions and management is
continually evaluating acquisition opportunities. As a result, the Company's
future success is dependent, in part, upon its ability to identify, finance
and acquire attractive businesses and then to successfully integrate and/or
manage such acquired businesses. Acquisitions involve special risks, including
risks associated with unanticipated problems, liabilities and contingencies,
diversion of management attention and possible adverse effects on earnings
resulting from increased goodwill amortization, increased interest costs, the
issuance of additional securities and difficulties related to the integration
of the acquired business. Although the Company believes that it can identify
and consummate the acquisitions of a sufficient number of businesses to
successfully implement its growth strategies, there can be no assurance that
such will be the case. Further, there can be no assurance that future
acquisitions will not have an adverse effect upon the Company's operating
results, particularly during periods in which the operations of acquired
businesses are being integrated into the Company's operations. See "Business--
Growth Strategy."

RISKS OF FOREIGN MARKETS

The Company's growth strategy includes the expansion of its operations in
foreign markets. In January 1996 the Company acquired S.A. Jige Lohr Wreckers
("Jige Lohr"), a French manufacturer of wreckers and car carriers, and in
April 1996 the Company acquired Boniface Engineering Limited ("Boniface"), a
British manufacturer of towing and recovery equipment. Prior to these
acquisitions, the Company had limited experience with sales and manufacturing
operations outside North America. There is no assurance that the Company will
be able to successfully integrate and expand its foreign operations.
Furthermore, there is no assurance that the Company will be able to
successfully expand sales outside of North America or compete in markets in
which it is unfamiliar with cultural and business practices. The Company's
foreign operations are subject to various political, economic and other
uncertainties, including risks of restrictive taxation policies, foreign
exchange restrictions and currency translations, changing political conditions
and governmental regulations.

RISKS OF ENTERING NEW LINES OF BUSINESS

The Company's growth strategy includes vertically integrating within the
towing and recovery industry through a combination of acquisitions and
internal growth. Implementation of its growth strategy will result in the
Company's entry into several new lines of business. Historically, the
Company's expertise has been in the manufacture of towing equipment and the
Company has no prior experience in the lines of business it has recently
entered or intends to enter. During 1996, the Company entered two new lines of
business through the acquisition of four towing and recovery equipment
distributors and the establishment of the Company's Financial Services Group
(the "Financial Services Group"). The Company's operation of these businesses
will be subject to all of the risks inherent in the establishment of a new
business enterprise. Such acquisitions present the additional risk that newly-
acquired businesses could be viewed as being in competition with other
customers of the Company. Although the new businesses are closely related to
the Company's towing equipment manufacturing business, there can be no
assurance that the Company will be able to successfully operate these new
businesses.

CYCLICAL NATURE OF INDUSTRY AND GENERAL ECONOMIC CONDITIONS

The towing and recovery industry is cyclical in nature and has historically
been affected by high interest rates and economic conditions in general.
Accordingly, a downturn in the economy could have a material adverse

6
<PAGE>

effect on the Company's operations. The industry is also influenced by
consumer confidence and general credit availability.

FLUCTUATIONS IN PRICE AND SUPPLY OF MATERIALS AND COMPONENT PARTS

The Company is dependent upon outside suppliers for its raw material needs
and other purchased component parts and, therefore, is subject to price
increases and delays in receiving supplies of such materials and component
parts. There can be no assurance that the Company will be able to pass any
price increase on to its customers. Although the Company believes that sources
of its materials and component parts will continue to be adequate to meet its
requirements and that alternative sources are available, events beyond the
Company's control could have an adverse effect on the cost or availability of
such materials and components parts. See "Business--Manufacturing."
Additionally, demand for the Company's products could be negatively affected
by the unavailability of truck chassis, which are manufactured by third
parties and are typically purchased separately by the Company's distributors
or by towing operators and are sometimes supplied by the Company.

COMPETITION

The towing and recovery equipment manufacturing industry is highly
competitive. Competition for sales exists at both the distributor and towing-
operator levels and is based primarily on product quality and innovation,
reputation, technology, customer service, product availability and price. In
addition, sales of the Company's products are affected by the market for used
towing and recovery equipment. Certain of the Company's competitors may have
substantially greater financial and other resources and may provide more
attractive dealer and retail customer financing alternatives than the Company.
The Company will also face significant competition from large competitors as
it enters new lines of business, including towing and recovery equipment
distribution, financial services and towing services businesses. See
"Business--Competition" and "--Growth Strategy."

RISKS ASSOCIATED WITH FINANCIAL SERVICES GROUP

Operation of the Company's newly formed Financial Services Group requires a
significant ongoing capital investment to fund the financing of equipment for
the Company's distributors and their customers. The initial source of such
funding will be available cash and existing lines of credit, although the
Company intends to secure, when feasible, other long-term financing sources to
fund such operations.

Payments by customers will become delinquent from time to time, and some
customers will ultimately default in their payment obligations. There can be
no assurance as to the credit performance of the Financial Services Group's
customers, or that general economic conditions will not worsen and lead to
high rates of delinquency and default, lower demand for credit and/or higher
interest rates. Any such occurrence could have an adverse impact on the
profitability of such subsidiary.

DEPENDENCE ON PROPRIETARY TECHNOLOGY

Historically, the Company has been able to develop or acquire patented and
other proprietary product innovations which have allowed it to produce what
management believes to be technologically advanced products relative to most
of its competition. Certain of the Company's patents expire in 2004 at which
time the Company may not have a continuing competitive advantage through
proprietary products and technology. See "Business--Product Design and
Development" and "--Patents and Trademarks." The Company's historical market
position has been a result, in part, of its continuous efforts to develop new
products. The Company's future success and ability to maintain market share
will depend, to an extent, on new product development.

LABOR AVAILABILITY

The timely production of the Company's wreckers and car carriers requires an
adequate supply of skilled labor. In addition, the operating costs of each
manufacturing facility can be adversely affected by high turnover in skilled
positions. Accordingly, the Company's ability to increase sales, productivity
and net earnings will be limited to a degree by its ability to employ the
skilled laborers necessary to meet the Company's manufacturing

7
<PAGE>

requirements. There can be no assurance that the Company will be able to
maintain an adequate skilled labor force necessary to efficiently operate its
manufacturing facilities.

DEPENDENCE ON KEY MANAGEMENT

The success of the Company is highly dependent on the continued services of
the Company's management team. The loss of services of one or more key members
of the Company's senior management team could have a material adverse effect
on the Company. Although the Company historically has been successful in
retaining the services of its senior management, there can be no assurance
that the Company will be able to retain such personnel in the future. See
"Management."

PRODUCT LIABILITY

Like other manufacturers, the Company is subject to various claims,
including product liability claims arising in the ordinary course of business,
and may at times be a party to various legal proceedings that constitute
ordinary routine litigation incidental to the Company's business. The Company
maintains reserves and product liability insurance coverage at levels based
upon commercial norms and the Company's historical product liability
experience. A successful product liability claim brought against the Company
in excess of its insurance coverage or the inability of the Company to acquire
insurance at commercially reasonable rates could have a material adverse
effect upon the Company's business, operating results and financial condition.

VOLATILITY OF MARKET PRICE

From time to time, there may be significant volatility in the market price
for the Common Stock. Quarterly operating results of the Company, changes in
earnings estimated by analysts, changes in general conditions in the Company's
industry or the economy or the financial markets or other developments
affecting the Company could cause the market price of the Common Stock to
fluctuate substantially. In addition, in recent years the stock market has
experienced significant price and volume fluctuations. This volatility has had
a significant effect on the market prices of securities issued by many
companies for reasons unrelated to their operating performance.

BENEFITS OF THE OFFERING TO THE PRINCIPAL SHAREHOLDER

The consummation of the Offering will cause substantial benefits to accrue
to William G. Miller, a Selling Shareholder and Chairman of the Board and
Chief Executive Officer of the Company. Of the 3,365,685 shares offered
hereby, 2,000,000 shares are being offered by Mr. Miller. Mr. Miller will
receive gross proceeds from the sale of Common Stock offered hereby of
approximately $38 million (at an assumed public offering price of $19.00 per
share).

CONTROL BY PRINCIPAL SHAREHOLDER

Upon completion of the Offering, Mr. Miller will beneficially own
approximately 19.0% of the outstanding shares of Common Stock. Accordingly,
Mr. Miller will have the ability to exert significant influence over the
business affairs of the Company, including the ability to influence the
election of directors and the result of voting on all matters requiring
shareholder approval. See "Principal and Selling Shareholders."

ANTI-TAKEOVER PROVISIONS OF CHARTER AND BYLAWS; PREFERRED STOCK

The Company's Charter and Bylaws contain restrictions that may discourage
other persons from attempting to acquire control of the Company, including,
without limitation, a Board of Directors that has staggered terms for its
members, prohibitions on shareholder action by written consent, and advance
notice requirements respecting amendments to certain provisions of the
Company's Charter and Bylaws. In addition, the Company's Charter authorizes
the issuance of up to 5,000,000 shares of preferred stock. The rights and
preferences for any series of preferred stock may be set by the Board of
Directors, in its sole discretion and without shareholder approval, and the
rights and preferences of any such preferred stock may be superior to those of
Common Stock and thus may adversely affect the rights of holders of Common
Stock.

8
<PAGE>

RECENT DEVELOPMENTS

To date in fiscal 1997, the Company has acquired the following five
businesses for an aggregate purchase price of approximately $13.4 million,
which consisted of approximately 883,000 shares of Common Stock. As a result
of these transactions, the Company assumed approximately $2.7 million of debt.

--In September 1996, the Company acquired all of the outstanding common
stock of Vulcan International, Inc. ("Vulcan") and interests in a related
company that owned the land and manufacturing facility where Vulcan's
operations are located. Vulcan is a manufacturer of towing and recovery
equipment in Olive Branch, Mississippi with historical revenues of
approximately $22 million annually. This transaction has been accounted
for as a pooling-of-interests.

--In August and September 1996, the Company acquired all of the outstanding
common stock of two towing equipment distributors located in Atlanta and
Vancouver with aggregate historical revenues of approximately $24 million
annually. These two acquisitions have been accounted for using the
purchase method of accounting and, on a combined basis, generated
approximately $1.7 million in goodwill.

--In July 1996, the Company acquired all of the outstanding common stock of
two towing equipment distributors located in Chicago and Denver with
aggregate historical revenues of approximately $16 million annually. These
two acquisitions have been accounted for as poolings-of-interests. These
two distributors, together with Vulcan, are referred to herein as the
"Pooled Entities."

In fiscal 1996, the Company acquired the following two businesses. In April
1996, the Company acquired all of the capital stock of Boniface, a leading
English manufacturer of towing and recovery equipment. In January 1996, the
Company acquired all of the capital stock of Jige Lohr, a leading French
manufacturer of towing and recovery equipment. These companies had aggregate
historical revenues of approximately $14 million annually. The total purchase
price of these transactions was approximately $4.6 million, which consisted of
approximately $4.0 million in cash and the issuance of approximately 54,000
shares of Common Stock. As a result of these transactions, the Company assumed
approximately $1.8 million of debt. Both transactions have been accounted for
using the purchase method of accounting and, on a combined basis, generated
approximately $1.6 million of goodwill.

In August 1996, the Company received approximately $1.8 million as payment
of a judgment that was secured in January 1996 in a patent infringement suit.
In the case, the jury found that the defendant willfully infringed both the
Company's underlift parallel linkage and L-arm patents. With the payment, the
judgment, including a permanent injunction against further infringement,
became final.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Common Stock offered
hereby at an assumed public offering price of $19.00 are estimated to be $17.7
million after deduction of the underwriting discount and estimated offering
expenses of the Company and the Selling Shareholders that are payable by the
Company. The Company will not receive any proceeds from the sale of Common
Stock by the Selling Shareholders.

The Company anticipates approximately $3.5 million to $5.5 million of the
net proceeds will be used to fund capital expenditures and working capital
requirements to purchase or construct and equip a new car carrier
manufacturing facility to meet anticipated demand and to expand the Company's
Olive Branch and Ooltewah manufacturing facilities. It is expected that some
portion of the net proceeds will be used to capitalize the financing
activities of the Company's Financial Services Group, the amount of which will
depend on the levels of lending activity of this business. It is expected that
a portion of the net proceeds of the Offering will be used for future
strategic acquisitions. See "Business--Growth Strategy." The Company engages
from time to time in discussions regarding possible acquisitions of
businesses, but has no current agreements with respect to any possible
acquisition. The remaining net proceeds will be used for general corporate
purposes, including working capital. Pending such uses, the Company intends to
invest the net proceeds from the Offering in short-term, interest bearing
securities.

9
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of July
31, 1996, and as adjusted to reflect the sale of the 1,000,000 shares of Common
Stock offered hereby by the Company (at an assumed public offering price of
$19.00 per share) and application of the estimated net proceeds therefrom. See
"Use of Proceeds."
<TABLE>
<CAPTION>
JULY 31, 1996
-----------------
AS
ACTUAL ADJUSTED
------- --------
(IN THOUSANDS)
<S> <C> <C>
Cash......................................................... $21,013 $38,663
======= =======
Line of credit and current portion of long-term obligations.. $ 1,601 $ 1,601
Long-term obligations, less current portion.................. 6,318 6,318
Shareholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares
authorized; none issued
or outstanding............................................. -- --
Common stock, $.01 par value, 100,000,000 shares authorized;
23,855,728 issued and outstanding; 24,855,728 shares,
as adjusted(1)............................................. 238 248
Additional paid-in capital.................................. 54,873 72,513
Retained earnings........................................... 15,512 15,512
Cumulative translation adjustment........................... (53) (53)
------- -------
Total shareholders' equity............................... 70,570 88,220
------- -------
Total capitalization..................................... $78,489 $96,139
======= =======
</TABLE>
- --------
(1) Excludes 2,264,422 shares of Common Stock reserved for issuance upon
exercise of outstanding stock options granted pursuant to the Company's
existing stock option plans.

10
<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth the selected consolidated financial data of
the Company reflecting the operations of the Company after giving retroactive
effect to the mergers accounted for under the pooling-of-interests method as
if the Company and the Pooled Entities had operated as one entity since
inception. The following table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and with the Company's Supplemental Consolidated Financial
Statements and Notes thereto included elsewhere in this Prospectus. The
selected consolidated financial data for the nine months ended April 30, 1994
and the years ended April 30, 1995 and 1996 have been derived from the
Supplemental Consolidated Financial Statements of the Company audited by
Arthur Andersen LLP, independent public accountants. The selected consolidated
financial data for the years ended July 31, 1992 and 1993, the twelve months
ended April 30, 1994 and for the three months ended July 31, 1995 and 1996
have been derived from the unaudited Supplemental Consolidated Financial
Statements of the Company, which, in the opinion of management, include all
adjustments (which consist of only normal recurring adjustments) necessary for
a fair presentation of the financial condition and results of operations of
the Company for those periods. Results for the interim period are not
necessarily indicative of the results for the full year.

<TABLE>
<CAPTION>
NINE TWELVE
MONTHS MONTHS YEAR YEAR THREE MONTHS
YEAR ENDED ENDED ENDED ENDED ENDED ENDED
JULY 31, APRIL 30, APRIL 30, APRIL 30, APRIL 30, JULY 31,
---------------- --------- --------- --------- --------- -----------------
1992 1993 1994(1) 1994(2) 1995 1996 1995 1996
------- ------- --------- --------- --------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $51,391 $62,071 $65,718 $83,302 $125,899 $163,810 $37,080 $49,339
Cost of sales........... 39,299 49,422 52,252 66,246 103,547 136,367 31,354 41,105
------- ------- ------- ------- -------- -------- ------- --------
Gross profit........... 12,092 12,649 13,466 17,056 22,352 27,443 5,726 8,234
------- ------- ------- ------- -------- -------- ------- --------
Operating expenses:
Selling................ 4,316 4,971 4,026 5,430 7,110 8,037 1,808 2,590
General and administra-
tive.................. 4,451 5,098 4,831 6,300 5,664 6,575 1,424 1,690
------- ------- ------- ------- -------- -------- ------- --------
Income from operations. 3,325 2,580 4,609 5,326 9,578 12,831 2,494 3,954
Interest income (ex-
pense), net............ (1,108) (167) (229) (264) (228) (31) (117) 210
Other income (expense),
net.................... 29 47 (8) (19) 438 (53) 25 (4)
------- ------- ------- ------- -------- -------- ------- --------
Income before income
taxes, extraordinary
gain and cumulative ef-
fect of accounting
change................. 2,246 2,460 4,372 5,043 9,788 12,747 2,402 4,160
Provision for income
taxes.................. 11 12 1,512 1,500 3,563 4,692 928 1,531
------- ------- ------- ------- -------- -------- ------- --------
Income before extraordi-
nary gain and cumula-
tive effect of account-
ing change............. 2,235 2,448 2,860 3,543 6,225 8,055 1,474 2,629
Extraordinary gain on
debt retirement........ -- -- 1,143 1,143 288 -- -- --
Cumulative effect of
change in accounting
for income taxes....... -- -- 781 781 -- -- -- --
------- ------- ------- ------- -------- -------- ------- --------
Net income.............. 2,235 2,448 4,784 5,467 6,513 8,055 1,474 2,629
Preferred stock divi-
dends.................. -- (111) (38) (66) -- -- -- --
------- ------- ------- ------- -------- -------- ------- --------
Net income available for
common shareholders.... $ 2,235 $ 2,337 $ 4,746 $ 5,401 $ 6,513 $ 8,055 $ 1,474 $ 2,629
======= ======= ======= ======= ======== ======== ======= ========
Net income per common
share:
Before extraordinary
gain and cumulative
effect of accounting
change................ $ 0.17 $ 0.18 $ 0.22 $ 0.27 $ 0.33 $ 0.37 $ 0.07 $ 0.11
Extraordinary gain on
debt retirement....... -- -- 0.08 0.08 0.02 -- -- --
Cumulative effect of
change in accounting
for income taxes...... -- -- 0.06 0.06 -- -- -- --
------- ------- ------- ------- -------- -------- ------- --------
$ 0.17 $ 0.18 $ 0.36 $ 0.41 $ 0.35 $ 0.37 $ 0.07 $ 0.11
------- ------- ------- ------- -------- -------- ------- --------
Weighted average number
of common and common
equivalent shares out-
standing............... 13,021 13,021 13,021 13,021 18,592 21,708 20,689 24,127
Balance Sheet Data (at
period end):
Working capital........ $ (229) $ 2,867 $ 9,819 -- $ 19,089 $ 51,896 $19,824 $ 54,856
Total assets........... 23,300 26,426 36,131 -- 58,989 114,005 57,806 113,687
Total debt(3).......... 15,146 11,764 16,722 -- 3,662 8,109 3,471 7,919
Cumulative redeemable
preferred stock....... -- 4,056 4,094 -- -- -- -- --
Common shareholders'
equity (deficit)...... (4,732) (2,300) 4 -- 29,222 67,963 31,020 70,570
</TABLE>
- -------
(1) In connection with the reorganization preceding the initial public
offering, the Company adopted an April 30 year end.
(2) The twelve month period ended April 30, 1994 is presented for comparison
purposes only.
(3) All funded debt, including the current portion of long-term debt and lines
of credit.

11
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Supplemental
Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Prospectus.

OVERVIEW

The operations that constitute the Company's business historically were
conducted by operating subsidiaries of Century Holdings, Inc. ("Century
Holdings") acquired by Miller Group, Inc. ("Miller Group") in August 1990 (the
"Century Acquisition"). At the time of the Century Acquisition, Miller Group
owned two other wrecker manufacturers, Challenger Wrecker and Holmes
International. Each of the three corporations was financially troubled when
acquired by the Miller Group.

During fiscal 1992, the Company increased its production levels, allowing it
to better meet market demand and increase net sales. In December 1992, the
Company completed a restructuring of the long-term debt assumed with the
Century Acquisition, pursuant to which the payment terms of the debt were
extended and accrued interest in the amount of $1.2 million was forgiven. The
positive effects of the increased net sales, the debt restructuring and
reductions in general and administrative expenses resulted in profitable
operating results.

In April 1994 Miller Group was reorganized, and in the reorganization,
Miller Group transferred to the Company all of the outstanding capital stock
of Century Holdings in exchange for shares of Common Stock and a $3.6 million
promissory note. In connection with the reorganization, the Company changed
its fiscal year end to April 30 from July 31.

The Company completed its initial public offering in August 1994, in which
it issued approximately 7.2 million shares of Common Stock and received net
proceeds of approximately $23.3 million. The Company completed a second public
offering in January 1996, in which it issued 3.6 million shares of Common
Stock which resulted in net proceeds after underwriting discount of
approximately $31 million. The net proceeds of these offerings were used to
repay debt, to redeem preferred stock, for working capital, for capital
expenditures, and for other general corporate purposes. From fiscal 1992
through fiscal 1996, the Company had a 34% and 38% compounded annual growth
rate in net sales and net income, respectively. This growth has been
attributable to several factors, including the development of manufacturing
and marketing economies of scale, the strengthening of the Company's network
of independent distributors, the development of new technologies and the
growth in the towing and recovery equipment market.

In fiscal 1996, the Company acquired Jige Lohr and Boniface, both European
manufacturers, for an aggregate purchase price of $4.6 million, consisting of
approximately $4.0 million in cash and approximately 54,000 shares of Common
Stock (the "Fiscal 1996 Acquisitions"). As a result of these transactions, the
Company assumed indebtedness of approximately $1.8 million. To date in fiscal
1997, the Company has acquired four towing and recovery equipment distributors
and one manufacturer of towing and recovery equipment for a total of
approximately $13.4 million, which consisted of approximately 883,000 shares
of Common Stock (the "Fiscal 1997 Acquisitions"). As a result of these
transactions, the Company assumed indebtedness of approximately $2.7 million.
Three of the Fiscal 1997 Acquisitions were accounted for as poolings-of-
interests and, accordingly, the Supplemental Consolidated Financial Statements
give retroactive effect to these transactions as though the Company and the
Pooled Entities had operated as one entity since inception. The remaining
acquisitions were accounted for as purchases, and, as such, their results are
included from the date of acquisition. As a result of the purchase and pooling
transactions, the Supplemental Consolidated Financial Statements are not fully
comparable to financial statements previously reported by the Company.

Under the Company's accounting policies, sales are recorded when equipment
is shipped to independent distributors or other customers. While the Company
manufactures only the bodies of wreckers, which are installed on truck chassis
manufactured by third parties, the Company sometimes purchases the truck
chassis for resale to its customer. Sales of Company-purchased truck chassis
are included in net sales. The Company's net

12
<PAGE>

sales have historically been lower in its first quarter when compared to the
prior quarter due in part to decisions by purchasers of light duty wreckers to
defer wrecker purchases near the end of the chassis model year. The Company's
net sales have historically been relatively stronger in its fourth quarter due
in part to sales made at the largest towing and recovery equipment trade show.

The Company's gross margins are affected by the mix of products and services
provided by the Company, including domestic and international equipment
manufacturing and distribution. In addition, as part of its growth strategy,
the Company has recently established the Financial Services Group and expects
to enter the towing services business in fiscal 1997. While gross margins for
the international manufacturing business are similar to those of the Company's
domestic manufacturing business, the distribution business has typically
experienced somewhat lower gross margins than manufacturing. Margins are
substantially lower on units sold with truck chassis included because the
markup over the cost of the chassis is nominal. These differences, as well as
the continued diversification of the Company's operations, could cause
fluctuations in the Company's future reported gross margins. See "Business--
Growth Strategy."

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the components of
the consolidated statements of income expressed as a percentage of net sales.
The Company adopted an April 30 fiscal year end beginning April 30, 1994;
previously the Company had a July 31 fiscal year end. Therefore, the
comparative periods reflected are the nine months ended April 30, 1994, the
twelve months ended April 30, 1994, the fiscal years ended April 30, 1995 and
1996, and the three months ended July 31, 1995 and 1996.

<TABLE>
<CAPTION>
NINE TWELVE THREE THREE
MONTHS MONTHS YEAR YEAR MONTHS MONTHS
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, APRIL 30, APRIL 30, APRIL 30, JULY 31, JULY 31,
1994(1) 1994(1) 1995 1996 1995 1996
--------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales........... 79.5 79.5 82.2 83.2 84.6 83.3
----- ----- ----- ----- ----- -----
Gross profit............ 20.5 20.5 17.8 16.8 15.4 16.7
Operating Expenses:
Selling............... 6.1 6.5 5.6 4.9 4.9 5.2
General and Adminis-
trative.............. 7.4 7.6 4.5 4.1 3.8 3.5
----- ----- ----- ----- ----- -----
Income from operations.. 7.0 6.4 7.7 7.8 6.7 8.0
Interest expense........ (0.3) (0.3) 0.2 -- 0.3 0.4
Other income, net....... -- -- 0.3 -- 0.1 --
----- ----- ----- ----- ----- -----
Income before income
taxes, extraordinary
gain and cumulative ef-
fect of accounting
change................. 6.7 6.1 7.8 7.8 6.5 8.4
Provision for income
taxes.................. 2.3 1.8 2.8 2.9 2.5 3.1
----- ----- ----- ----- ----- -----
Income before
extraordinary gain and
cumulative effect of
accounting change...... 4.4 4.3 5.0 4.9 4.0 5.3
Extraordinary gain on
debt retirement........ 1.7 1.4 0.2 -- -- --
Cumulative effect of
change in accounting
for income taxes....... 1.2 0.9 -- -- -- --
----- ----- ----- ----- ----- -----
Net Income.............. 7.3% 6.6% 5.2% 4.9% 4.0% 5.3%
===== ===== ===== ===== ===== =====
</TABLE>
- --------
(1) In connection with the reorganization preceding the initial public
offering, the Company adopted an April 30 fiscal year end. The twelve
months ended April 30, 1994 are presented for comparison purposes only.

Three Months Ended July 31, 1996 Compared to Three Months Ended July 31, 1995

Net sales for the three months ended July 31, 1996, increased 33.1% to $49.3
million from $37.1 million for the comparable period in 1995. The increase in
net sales was primarily the result of the Fiscal 1996 Acquisitions, higher
unit sales volume and an increase in distributor sales. The growth in unit
sales volume was a result of continued market growth and market share gains.

13
<PAGE>

Gross profit for the three months ended July 31, 1996, increased 43.8% to
$8.2 million from $5.7 million for the comparable period in 1995. Gross profit
as a percentage of net sales increased to 16.7% from 15.4%. This increase in
gross profit margin resulted primarily from the lower percentage of net sales
attributable to chassis sales.

Selling expenses for the three months ended July 31, 1996, increased 43.3%
to $2.6 million from $1.8 million for the comparable period of 1995. The
increase in selling expenses was due primarily to higher commission expenses
resulting from increased sales and from the impact of the European operations.
General and administrative expenses for the three months ended July 31, 1996
increased 18.7% to $1.7 million from $1.4 million for 1995. Overall, operating
expenses as a percentage of net sales remained 8.7% for both periods.

Year Ended April 30, 1996 Compared to Year Ended April 30, 1995

Net sales for the year ended April 30, 1996 increased 30.1% to $163.8
million from $125.9 million for the comparable period in 1995. The increase in
net sales was primarily the result of a $17.7 million increase in net sales
attributable to chassis sales, higher unit sales volume, the partial year
inclusion of the Fiscal 1996 Acquisitions and an increase in distributor
sales. The growth in unit sales volume resulted from continued market growth
and market share gains.

Gross profit for the year ended April 30, 1996 increased 22.8% to $27.4
million from $22.4 million for the comparable period in 1995. Gross profit as
a percentage of net sales decreased to 16.8% from 17.8%. This decrease in
gross profit margin resulted primarily from increased units sold with truck
chassis included.

Selling expense for fiscal 1996 increased 13.0% to $8.0 million from $7.1
million for the comparable period of 1995. The increase in selling expense was
due primarily to higher commission expenses resulting from increased sales.
General and administrative expense for the year ended April 30, 1996 increased
16.1% to $6.6 million from $5.7 million for 1995. This increase was primarily
the result of increased expenses associated with the higher volume of sales
and the Company's recent acquisitions. Overall, operating expenses as a
percentage of net sales decreased to 9.0% in the 1996 fiscal year from 10.1%
in the 1995 period. Net interest expense decreased due to interest income from
the investment of the cash generated from the January 1996 stock offering.

An extraordinary gain of $288,000 (net of income taxes of $175,000) was
recognized in 1995 as the result of the early repayment of certain debt
obligations. The carrying amount of the debt included accrued interest which
was forgiven in a previous debt restructuring but which was being amortized
prospectively over the term of the debt agreement since the date of its
forgiveness. Upon early repayment of the underlying debt, the remaining
balance of the unamortized interest was recognized as an extraordinary gain.
See Note 4 of Notes to Supplemental Consolidated Financial Statements.

The effective rate of the provision for income taxes was 36.8% in the year
ended April 30, 1996 and 36.4% for the comparable 1995 period.

Year Ended April 30, 1995 Compared to Twelve Months Ended April 30, 1994

Net sales for the year ended April 30, 1995 increased 51.1% to $125.9
million from $83.3 million for the comparable period in 1994. The increase in
net sales was primarily the result of a $15.9 million increase in net sales
attributable to chassis sales and higher unit sales volume in all of the
Company's product lines. The growth in unit sales volume resulted from
continued market growth and market share gains. In addition, funds provided by
the Company's initial public offering allowed the Company to increase
inventory in order to accelerate production which in turn enabled the Company
to better meet demand.

Gross profit for the year ended April 30, 1995 increased 31.1% to $22.4
million from $17.1 million for the comparable period in 1994. Gross profit as
a percentage of net sales decreased to 17.8% from 20.5%. This decrease in
gross profit margin resulted primarily from increased units sold with truck
chassis included.

14
<PAGE>

Selling expense for fiscal 1995 increased 30.9% to $7.1 million from $5.4
million for the comparable period of 1994. The increase in selling expense was
due primarily to higher commission expenses resulting from increased sales.
General and administrative expense for the year ended April 30, 1995 decreased
10.1% to $5.7 million from $6.3 million for 1994. This decrease was primarily
the result of expenses associated with the settlement of obligations under a
pre-reorganization incentive equity participation plan for certain management
employees which were included in general and administrative expense in 1994
and were not applicable in fiscal 1995. General and administrative expense was
otherwise unchanged. Overall, operating expenses as a percentage of net sales
decreased to 10.1% in the 1995 fiscal year from 14.1% in the 1994 period.

An extraordinary gain of $288,000 (net of income taxes of $175,000) was
recognized in the year ended April 30, 1995 as the result of the early
repayment by the Company of certain debt obligations. An extraordinary gain of
$1.1 million, net of income taxes of $26,000, was recognized in the twelve
months ended April 30, 1994 as a result of Vulcan settling certain claims with
creditors in connection with a release from bankruptcy under Chapter 11 of the
Bankruptcy Code. A cumulative effect of a change in accounting for income
taxes was recognized in the amount of $781,000 in the twelve month period
ended April 30, 1994. See Note 9 of Notes to Supplemental Consolidated
Financial Statements.

The effective rate of the provision for income taxes was 36.4% in the year
ended April 30, 1995 and 34.6% for the comparable 1994 period because there
was no income tax provision in the first three months of the 1994 period due
to the utilization of previously unrecognized deferred tax benefits (primarily
tax loss carryforwards).

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital requirements are for working capital, debt
service and capital expenditures. The Company has financed its operations and
growth from internally generated funds, the issuance of Common Stock and debt
financing.

Cash used in operating activities was $143,000 for the year ended April 30,
1996 as compared to $3.1 million used in operations for the comparable period
of 1995. The increase in cash from operations was primarily the result of
increases in profitability, the timing of inventory receipts and increases in
other non-cash expenses offset in part by the timing of cash disbursements.
Cash used in operating activities was $3.0 million for the three month period
ended July 31, 1996 as compared to $50,000 used in operations for the
comparable period of 1995. The decrease in cash flow from operations during
the comparable three month periods was primarily the result of timing of
disbursements to trade creditors and increases in accounts receivable levels
resulting from the continuing growth in sales.

Cash used in investing activities was $10.8 million for the year ended April
30, 1996 compared to $2.2 million for the year ended April 30, 1995. The cash
used in investing activities was primarily for the purchase prices of the
Fiscal 1996 Acquisitions and for capital expenditures, including plant
expansions and equipment purchases in fiscal 1996 and in the comparable period
in 1995. Cash used in investing activities was $373,000 for the three month
period ended July 31, 1996 compared to $1.1 million for the comparable period
in fiscal 1995. The cash used in investing activities was primarily for
capital expenditures and equipment purchases in the comparable three month
periods in 1996 and 1995.

Cash provided by financing activities was $32.6 million for the year ended
April 30, 1996 compared to $7.5 million for the comparable period in 1995. On
January 31, 1996, the Company completed a public offering of its Common Stock
which resulted in net proceeds after underwriting discount and offering
expenses of $30.2 million. The net proceeds were used to repay debt, for
working capital, for capital expenditures, and for other general corporate
purposes. Cash used in financing activities was $176,000 and $192,000 for the
three month periods ended July 31, 1996 and 1995, respectively. The cash was
used to repay long-term debt and to pay down amounts outstanding under the two
acquired distributors' lines of credit.

15
<PAGE>

The Company has a $25 million unsecured revolving credit facility with
NationsBank of Tennessee, N.A. (the "Credit Facility"). Borrowings under the
Credit Facility bear interest at a rate equal to the 30-day LIBOR plus 1%. At
July 31, 1996, there were no borrowings outstanding under the Credit Facility.
The Credit Facility imposes restrictions on the Company with respect to the
maintenance of certain financial ratios and specified tangible net worth, the
incurrence of indebtedness, the sale of assets, mergers, capital expenditures
and the payment of dividends.

In January 1996, the Company purchased all of the outstanding capital stock
of Jige Lohr for a price of approximately $2.9 million, including acquisition
costs and the assumption of approximately $1.8 million of certain debt
obligations. The Company drew upon its Credit Facility to fund the
acquisition. In April 1996, the Company purchased all of the outstanding
capital stock of Boniface for a combination of cash, common stock and certain
earn-out rights. The other acquisitions of businesses made by the Company
during fiscal 1996 and 1997 have been effected by the issuance of Common
Stock.

The Company has recently expanded its Hermitage, Pennsylvania and Ooltewah,
Tennessee facilities, and intends to expand its facilities in Olive Branch,
Mississippi, to further expand the Ooltewah facility and to purchase or
construct a car carrier manufacturing facility. Capital expenditures remaining
for these and miscellaneous other expansions are expected to be from $3.5
million to $5.5 million. The Company purchased its formerly-leased facilities
in Hermitage, Pennsylvania for approximately $2.1 million in February 1996.
The Financial Services Group may require substantial ongoing capital
investment to finance its operations. The Company believes that the proceeds
of this Offering, cash on hand, cash flows from operations and borrowing
capacity will be sufficient to fund its operating needs, capital expenditures
and debt service requirements for the next 12 months.

Management continually evaluates potential strategic acquisitions, which are
an important component of the Company's growth strategy. To date, such
acquisitions have been predominantly funded by issuing shares of Common Stock,
although future acquisitions could be effected using greater amounts of cash.
Although the Company believes that its financial resources will enable it to
consider potential acquisitions, additional debt or equity financing may be
necessary. No assurance in this regard can be given, however, since future
cash flows and the availability of financing will depend on a number of
factors, including prevailing economic conditions and financial, business and
other factors beyond the Company's control.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 1995, the Financial Accounting Standards Board issued Statement
No. 123 (SFAS 123) on accounting for stock-based compensation. While SFAS 123
does not require a change in the present accounting for stock-based
compensation, it does require certain audited pro forma disclosures under the
preferred approach for accounting for stock-based compensation of SFAS 123.
The Company adopted the disclosure requirements of SFAS 123 effective May 1,
1996. The Company does not intend to change its present accounting for stock-
based compensation and has not yet determined the effect of the required pro
forma disclosures.

16
<PAGE>

BUSINESS

GENERAL

Since 1990 the Company has developed or acquired several of the most well-
recognized brands in the highly fragmented towing and recovery industry.
During this period, management has strengthened the Company's distributor
network, increased domestic and international market share, increased
production capacity, achieved cost savings and improved manufacturing
efficiencies and product design, resulting in significant growth in revenue
and net income. From the fiscal year ended July 31, 1992, to the fiscal year
ended April 30, 1996, net sales grew from $51.4 million to $163.8 million and
net income increased from $2.2 million to $8.1 million, representing a 34% and
38% compounded annual growth rate in net sales and net income, respectively,
for that period.

The Company's strategy has been to increase its market share in the towing
and recovery equipment manufacturing industry through a combination of
acquisitions and internal growth. In 1996, the Company increased its domestic
and international market share as a result of the acquisitions of three well-
known brands. In January 1996, the Company acquired Jige Lohr, a leading
European manufacturer of wreckers and car carriers, and in April 1996, the
Company acquired Boniface, a leading manufacturer of large wreckers in the
United Kingdom, thereby establishing itself as the market leader in Europe. In
September 1996, the Company acquired Vulcan, a leading domestic manufacturer
of towing equipment. See "Recent Developments."

As a natural extension of its leading market position in manufacturing and
strong brand name recognition, the Company has broadened its strategy to
include vertical integration, with the goal of becoming the leading worldwide
manufacturer, distributor and service provider in the towing and recovery
industry. Recently, the Company acquired four towing equipment distributors,
which are intended to be the first in a series of such acquisitions that will
form a North American distribution network for towing and recovery equipment
as well as other specialty truck equipment and components. Also in 1996, the
Company established the Financial Services Group to provide equipment
financing and related services to its distributors and their customers.
Management believes that the Company's in-depth knowledge of its customer base
and the equipment being financed will facilitate the successful development of
the Financial Services Group. In addition, the Company intends to expand into
the towing services market in fiscal 1997.

The Company offers a broad range of products that meet most customer design,
capacity and cost requirements. The Company manufactures the bodies of
wreckers and car carriers, which are installed on truck chassis manufactured
by third parties. Wreckers generally are used to recover and tow disabled
vehicles and other equipment and range in type from the conventional tow truck
to large recovery vehicles with rotating hydraulic booms and 60-ton lifting
capacities. Car carriers are specialized flat bed hauling vehicles with
hydraulic tilt mechanisms that enable a towing operator to drive or winch a
vehicle onto the bed for transport. Car carriers transport new or disabled
vehicles and other equipment and are particularly effective over longer
distances.

The Company's products are sold primarily through independent distributors
that serve all 50 states, Canada and Mexico, and other foreign markets
including Europe, Japan, Taiwan, Hong Kong, China and the Middle East. As a
result of the acquisitions of Jige Lohr and Boniface, the Company
significantly increased its distribution capabilities in Europe. While most of
the Company's distributor agreements do not contain exclusivity provisions,
management believes that approximately 65% of the Company's independent
distributors sell the Company's products on an exclusive basis. In addition to
selling the Company's products to towing operators, the distributors provide
parts and service. The Company also has independent sales representatives that
exclusively market the Company's products and provide expertise and sales
assistance to distributors. Management believes the strength of the Company's
distribution network and the breadth of its product offerings are two key
advantages over its competitors.

17
<PAGE>

Management's operating strategy for the continued development of its
manufacturing and marketing operations emphasize the following elements: (i)
supporting and enhancing its brands and patents, (ii) improving manufacturing
efficiency and productivity, (iii) offering a comprehensive product line with
a continued focus on technological innovation, and (iv) maintaining strong
relationships with its distributors.

GROWTH STRATEGY

The Company's goal is to become the leading worldwide manufacturer,
distributor and service provider in the vehicle towing and recovery industry.
To achieve this goal, the Company intends to continue the strong growth of its
equipment manufacturing business and leverage its market knowledge and
expertise to vertically integrate into other towing-related services. The
primary focus of this growth strategy is to:

Increase Penetration of Equipment Manufacturing Market. The Company seeks to
increase the market share of its towing and recovery products based upon the
strength of its well-known brands and its reputation in the industry.
Management believes that its reputation for providing a broad product line
with advanced technologies at competitive prices while maintaining high levels
of quality and customer service has allowed it to increase its market share
over the past several years. The Company intends to continue to introduce new
products, capitalize on its enhanced relationships with its distributors and
pursue innovative marketing approaches to build market share.

Expand International Manufacturing and Distribution Base. Management
believes that the absence of a dominant manufacturer of towing and recovery
equipment in international markets provides the Company an opportunity to
increase international sales and market share. In early 1996, the Company
acquired Jige Lohr and Boniface, two of the largest manufacturers of wreckers
and car carriers in Europe. These acquisitions have positioned the Company as
the market leader in Europe and provide the Company a manufacturing and
distribution base from which to better serve the worldwide marketplace. The
combination of the Jige Lohr and Boniface brands with the Company's other
domestic product lines allows the Company to offer its foreign distributors a
comprehensive product line from a single source at more competitive price
points.

Expand Financial Services Group. Consistent with the Company's strategy to
be a full-service provider to its customers, the Company established the
Financial Services Group in September 1996 to provide financing and related
services to towing and recovery equipment distributors and towing services
providers. The Company will offer floor plan financing to distributors and
purchase and lease financing to towing service operators, and intends to
introduce other financial services, such as insurance products, in response to
customer demand. Initially, these services will be marketed through the
Company's owned and independent distributors. Management believes that the
Company's in-depth knowledge of its customer base and the equipment being
financed will facilitate the successful development of this business.

Strengthen Network of Company-Owned Distributors. Management believes that
there are significant expansion opportunities for the Company in the towing
and recovery equipment distribution business. The Company recently acquired
four towing and recovery equipment distributors located in Atlanta, Chicago,
Denver and Vancouver during the period from July through September 1996. These
acquisitions are intended to be the first in a series of such acquisitions
that, together with affiliated independent distributors, will form a North
American distribution network for towing and recovery equipment and other
specialty equipment. The Company intends to continue operating these
businesses as if they were independent distributorships, with the same local
management and market presence, but expects to achieve operational benefits
through standardization of systems and controls, consolidation of inventory
and warehousing facilities, and coordination of marketing efforts. Once its
distribution network is established, the Company intends to actively market
this distribution channel and enter into alliances with other manufacturers
and/or acquire related specialty truck equipment and component manufacturers
to increase the number of products sold through this distribution channel.
While the Company intends to make additional acquisitions of such distributors
across North America, the Company has no agreements for any such acquisitions
at this time and there can be no assurance that any such acquisitions will
take place.

18
<PAGE>

Consolidate Highly Fragmented Towing Services Market. Management believes
the Company is well positioned to pursue significant consolidation
opportunities in the highly fragmented towing services market. Management
estimates that there are approximately 30,000 professional towing operators in
the United States, many of whom are undercapitalized local operators with no
viable means of realizing independently the economic value they have created
for their businesses. Management intends to create a network of towing
services companies through acquisitions of, and affiliations with,
professional towing operators. The Company's strategy is to build brand
loyalty among towing services customers by emphasizing consistently high
quality and dependable service from multiple locations over a broad geographic
area. The Company expects to market these services to organizations with
widely dispersed fleets of vehicles that would benefit from a single source
provider. While the Company has held discussions with numerous towing services
companies regarding acquisitions, the Company has no agreements for any such
acquisitions at this time and there can be no assurance that any such
acquisitions will take place.

OPERATING STRATEGY

Management's operating strategy for the continued development of its
manufacturing and marketing operations emphasizes the following elements:

Support and Enhance Brands and Patents. The Company highly values its
intellectual property rights. It cultivates a distinct brand image and
identity for each of its brands, and supports and enhances its brands by
targeted advertising in trade publications and participation at trade shows,
and through other marketing efforts, including serving as the official
recovery team for many automobile racing events. The Company secures
protection for its technological developments when feasible and actively
pursues infringers of its patent rights. See "Recent Developments."

Improve Manufacturing Efficiency and Productivity. The Company produces high
quality towing and recovery equipment at manufacturing costs that are believed
by management to be generally lower than most of its competitors. The Company
has recently expanded and intends to further expand its manufacturing capacity
in order to meet anticipated demand. As a result of facilities expansion
programs and the acquisitions of Jige Lohr, Boniface and Vulcan, the Company
has been able to improve and streamline manufacturing processes as well as
increase its production capacity. Management strives to further enhance the
Company's manufacturing efficiency by designing common subcomponents in order
to achieve economies of scale in manufacturing and purchasing while
maintaining brand identities. In its continuing efforts to improve
manufacturing efficiencies, management has sought to strengthen the Company's
relationships with suppliers through improved scheduling deliveries and
coordination of production schedules. These efforts have allowed the Company
to maintain both competitive pricing and responsive delivery from its primary
suppliers. The Company also maintains relationships with secondary suppliers,
where necessary, to ensure adequate supplies.

Offer Comprehensive Product Lines Focused on Technological
Innovation. Management believes that the Company offers the most comprehensive
product line in the towing and recovery industry. The Company's distributors
are able to offer an array of towing and recovery equipment that meets a full
range of customer design, capacity and cost requirements. The Company has a
reputation as an innovator and aggressively pursues new product development
and new technologies, either by internal research and development or through
licensing. In addition, the Company monitors existing products, industry
trends and customer needs in order to maintain its technological
competitiveness. Patented innovations introduced by the Company include the L-
arm and Vulcan "scoop," which permit disabled vehicles to be lifted damage-
free by the front tires; the parallel linkage, which allows the wheellift
mechanism to maintain its horizontal orientation when being raised and
lowered; the anti-tilt mechanism, which prevents a car carrier bed from
tilting when in the rest position; and the "Eagle-Claw" automatic wheellift
device, which allows towing operators to engage a disabled or unattended
vehicle without leaving the cab of the tow truck. See "--Product Design and
Development" and "--Patents and Trademarks."

Maintain Strong Relationships With Distributors. Management believes that
independent towing and recovery equipment distributors exercise significant
influence on the buying decisions of towing operators. The

19
<PAGE>

Company maintains strong relationships with its distributors by, among other
things, offering high quality, innovative products at competitive prices;
maintaining frequent contact between distributors and senior management; and
selling products exclusively through distributors. The Company also
continually seeks ways to increase the number of services provided to its
distribution base, as demonstrated by its recent publication of a spare parts
and accessories catalogue and its offering of financial services. Management
does not believe that the Company's recent acquisition of four distribution
businesses has had an adverse impact on its relations with its independent
distributors.

PRODUCT LINE

The Company manufactures a broad line of wrecker and car carrier bodies to
meet a full range of customer design, capacity and cost requirements. The
products are marketed under the Century, Challenger, Holmes, Champion, Eagle,
Jige, Boniface and Vulcan brand names.

Wreckers. Wreckers are generally used to recover and tow disabled vehicles
and other equipment and range in type from the conventional tow truck to large
recovery vehicles with 60 ton lifting capacities. Wreckers are available with
specialized features, including underlifts, L-arms and scoops, which lift
disabled vehicles by the tires or front axle to minimize front end damage to
the towed vehicles. Certain heavy duty wrecker models offer rotating booms,
which allow heavy duty wreckers to recover vehicles from any angle, and
proprietary remote control devices for operating wreckers. In addition,
certain light duty wreckers may be equipped with the patented "Eagle Claw"
automatic wheellift hookup device that allows operators to engage a disabled
or unattended vehicle without leaving the cab of the wrecker.

LIGHT DUTY WRECKER
[PICTURE OF LIGHT DUTY WRECKER APPEARS HERE]

20
<PAGE>

HEAVY DUTY WRECKER
[PICTURE OF HEAVY DUTY WRECKER APPEARS HERE]

The Company's wreckers range in capacity from 8 to 60 tons, and are
characterized as light duty and heavy duty, with wreckers of 16 ton or greater
capacity being classified as heavy duty. Light duty wreckers are used to
remove vehicles from accident scenes and vehicles illegally parked, abandoned
or disabled, and for general recovery. Heavy duty wreckers are used in
commercial towing and recovery applications including overturned tractor
trailers, buses, motor homes and other vehicles. The Company's prices to
distributors generally range from $10,000 to $28,000 for light duty wrecker
bodies and from $26,500 to $186,000 for heavy duty wrecker bodies. The cost to
a towing operator, including the cost of the chassis, painting and
accessories, typically ranges from $35,000 to $50,000 for a light duty wrecker
and from $60,000 to $250,000 for a heavy duty wrecker.

Car Carriers. Car carriers are specialized flat bed hauling devices with
hydraulic tilt mechanisms that enable a towing operator to drive or winch a
vehicle onto the bed for transport. Car carriers are used to transport new or
disabled vehicles and other equipment and are particularly effective for
transporting vehicles or other equipment over long distances. In addition to
transporting vehicles, car carriers may also be used for other purposes,
including transportation of industrial equipment. In recent years,
professional towing operators have added car carriers to their fleets to
complement their towing capabilities.

CARRIER
[PICTURE OF CARRIER APPEARS HERE]

The Company's car carriers range in length from 17 1/2 to 26 feet. The
Company's prices to distributors for car carrier bodies generally range from
$8,000 to $16,000, with the ultimate cost to the towing operator, including
chassis, painting and accessories, ranging from $35,000 to $45,000.

BRAND NAMES

The Company manufactures and markets its wreckers and car carriers under
eight separate brand names. Although certain of the brands overlap in terms of
features, prices and distributors, each brand has its own distinctive image
and customer base.

21
<PAGE>

Century(R). The Century brand is the Company's "top-of-the-line" brand and
represents what management believes to be the broadest product line in the
industry. The Century line was started in 1974 and produces wreckers ranging
from the 8 ton light duty to the 60 ton heavy duty models and car carriers in
lengths from 17 1/2 to 26 feet. Management believes that the Century brand has
a reputation as the industry's leading product innovator.

Challenger(TM). The Company's Challenger products compete with the Century
products and constitute the Company's second premium product line. Challenger
products consist of light to heavy duty wreckers with capacities ranging from
8 to 60 tons, and car carriers with lengths ranging from 17 1/2 to 26 feet.
The Challenger line was started in 1975 and is known for high performance
heavy duty wreckers and aesthetic design.

Holmes(R). The Company's Holmes product line includes mid-priced wreckers
with 8 to 16 ton capacities and car carriers in 17 1/2 to 21 foot lengths. The
Holmes wrecker was first produced in 1916. The Holmes name has been the most
well-recognized and leading industry brand both domestically and
internationally through most of this century.

Champion(R). The Champion brand, which was introduced in 1991, includes car
carriers which range in length from 17 1/2 to 21 feet. The Champion product
line, which is generally lower-priced, allows the Company to offer a full line
of car carriers at various competitive price points. In 1993, the Champion
line was expanded to include a line of economy tow trucks with integrated boom
and underlift.

Eagle(TM). The Company's Eagle products consist of light duty wreckers with
a patented "Eagle Claw" hook-up system that allows towing operators to engage
a disabled or unattended vehicle without leaving the cab of the tow truck. The
"Eagle Claw" hook-up system, which was patented in 1984, was originally
developed for the repossession market. Upon acquiring this brand in 1991, the
Company completed a product redesign, upgraded its quality and features and
expanded its recovery capability. The Eagle line is now gaining increased
popularity in the broader towing and recovery vehicle market.

Jige(TM). The Company's Jige product line, acquired in January 1996, is
comprised of a broad line of light and heavy duty wreckers and car carriers
marketed primarily in Europe. Jige is a market leader best known for its
innovative designs of car carriers and light wreckers necessary to operate
within the narrow confines of European cities.

Boniface(TM). The Company's Boniface product line, acquired in April 1996,
is comprised primarily of heavy duty wreckers. Boniface produces a wide range
of heavy duty wreckers specializing in the long underlift technology required
to tow modern European tour buses.

Vulcan(R). The Company's Vulcan product line, acquired in September 1996,
includes a range of light and heavy duty wreckers, car carriers and other
towing and recovery equipment. The Vulcan line is operated as an autonomous
subsidiary with its own independent distribution network.

PRODUCT DESIGN AND DEVELOPMENT

The Company's Holmes and Century brand names are associated with four of the
major innovations in the industry: the rapid reverse winch, the tow sling, the
hydraulic lifting mechanism, and the underlift with parallel linkage and L-
arms. The Company's engineering staff, in consultation with manufacturing
personnel, uses computer-aided design and stress analysis systems to test new
product designs and to integrate various product improvements. In addition to
offering product innovations, the Company focuses on developing or licensing
new technology for its products.

PATENTS AND TRADEMARKS

The development of the underlift parallel linkage and L-arms in 1982 is
considered one of the most innovative developments in the wrecker industry in
the last 25 years. This technology is significant primarily

22
<PAGE>

because it allows the damage-free towing of newer aerodynamic vehicles made of
lighter weight materials. Patents for these technologies were granted to an
operating subsidiary of the Company in 1987 and 1989. These patents expire in
mid-year 2004. These innovations, particularly the L-arm device, are used in a
majority of the commercial wreckers today. Management believes that
utilization of such devices without a license is an infringement of the
Company's patents. Recently, the Company successfully litigated an
infringement suit in which the jury verdict confirmed the validity of the
Company's patents on these technologies. The Company also holds a number of
other utility and design patents covering other products, including the
"Eagle-Claw" hook up system, the Vulcan "scoop" wheel-retainer and the car
carrier anti-tilt device. The Company has also obtained the rights to use and
develop certain technologies owned or patented by others.

The Company's trademarks "Century," "Holmes," "Champion," "Formula I,"
"Eagle Claw SelfLoading Wheellift," "Pro Star," "Street Runner" and "Vulcan,"
among others, are registered with the United States Patent and Trademark
Office. The Company has applied for trademark registration of "Challenger," as
well as other marks. Management believes that the Company's trademarks are
well-recognized by dealers, distributors and end-users in their respective
markets and are associated with a high level of quality and value.

PRODUCT WARRANTIES AND INSURANCE

The Company offers a 12-month limited manufacturer's product and service
warranty on its wrecker and car carrier products. The Company's warranty
generally provides for repair or replacement of failed parts or components.
Warranty service is usually performed by the Company or an authorized
distributor. Due to its emphasis on quality production, the Company's warranty
expense in fiscal 1996 averaged less than 1% of net sales. Management believes
that the Company maintains adequate general liability and product liability
insurance.

MANUFACTURING

The manufacturing process for the Company's products consists primarily of
cutting and bending sheet steel or aluminum into parts that are welded
together to form the wrecker or car carrier body. Components such as hydraulic
cylinders, winches, valves and pumps, which are purchased by the Company from
third-party suppliers, are then attached to the frame to form the completed
wrecker or car carrier body. The completed body is either installed by the
Company or shipped by common carrier to an independent distributor where it is
then installed on a truck chassis. Generally, the wrecker or car carrier
bodies are painted by the Company with a primer coat only, so that towing
operators can select customized colors to coordinate with chassis colors or
fleet colors. To the extent final painting is required before delivery, the
Company contracts with independent paint shops for such services.

The Company purchases raw materials and component parts from a number of
sources. Although the Company has no long term supply contracts, management
believes the Company has good relationships with its primary suppliers. The
Company has experienced no significant problems in obtaining adequate supplies
of raw materials and component parts to meet the requirements of its
production schedules. Management believes that the materials used in the
production of the Company's products are available at competitive prices from
an adequate number of alternative suppliers. Accordingly, management does not
believe that the loss of a single supplier would have a material adverse
effect on the Company's business.

FACILITIES

The Company operates three manufacturing facilities in the United States.
The facilities are located in (i) Ooltewah, Tennessee, containing
approximately 150,000 square feet, (ii) Hermitage, Pennsylvania, containing
approximately 95,000 square feet, and (iii) Olive Branch, Mississippi,
containing approximately 120,000 square feet. The Ooltewah plant, which
produces light and heavy duty wreckers, employs approximately 60 office
administration and supervisory staff and approximately 250 production workers.
The Hermitage plant, which

23
<PAGE>

produces car carriers, employs five office administration and supervisory
staff and approximately 90 production workers. The Olive Branch facility,
which produces wreckers and car carriers, employs approximately 300 production
and administrative personnel.

The Company operates two foreign manufacturing facilities located in the
Lorraine region of France, which employ approximately 100 production and
administrative manufacturing personnel, and one in Norfolk, England, which
employs approximately 60 production and manufacturing personnel.

The Company recently added 22,500 square feet of production capacity at its
Hermitage facility and approximately 15,000 square feet at the Ooltewah
facility. The Company is planning an expansion of the Olive Branch facility by
up to 24,000 square feet. Management believes that these plant expansions,
together with the new car carrier manufacturing facility that the Company
intends to construct or acquire and additional training of personnel, will
allow the Company to increase production to meet anticipated demand for its
products.

SALES AND MARKETING

Management categorizes the towing and recovery market into three general
product types: light duty wreckers, heavy duty wreckers and car carriers. The
light duty wrecker market consists primarily of professional wrecker
operators, repossession towing services, municipal and federal governmental
agencies, and repair shop or salvage company owners. The heavy duty market is
dominated by professional wrecker operators serving the needs of commercial
vehicle operators. The car carrier market, historically dominated by
automobile salvage companies, has expanded to include equipment rental
companies that offer delivery service and professional towing operators who
desire to complement their existing towing capabilities. Management estimates
that there are approximately 30,000 professional towing operators and 80,000
service station, repair shop and salvage operators comprising the overall
towing and recovery market.

The Company's sales force, which services the Company's independent
distributors, consists of 43 sales representatives, 26 of whom are Company
employees whose responsibilities include providing administrative and sales
support to the entire distributor base. The remaining 17 sales representatives
are independent contractors who market the Company's products exclusively.
Sales representatives receive commissions on direct sales based on product
type and brand and generally are assigned specific territories in which to
promote and solicit sales of the Company's products and to maintain customer
relationships.

The Company recently formed a distribution group with the acquisitions of
four towing and recovery equipment distributors located in Atlanta, Chicago,
Denver and Vancouver during the period from July through September, 1996. The
acquired distributors will market the Company's products as well as other non-
competing specialty transportation equipment, and the Company intends to
expand the number and types of products distributed through its distributors.
The Company-owned distributors generally do not compete in the same geographic
markets as the Company's independent distributors. Vulcan, which operates as
an autonomous subsidiary, distributes its products through a separate
independent distribution network.

The Company has developed a diverse customer base consisting of
approximately 160 independent distributors in North America, who serve all 50
states, Canada and Mexico, and approximately 38 distributors that serve other
foreign markets. During the fiscal year ended April 30, 1996, no single
distributor accounted for more than 5% of the Company's sales. The top ten
distributors accounted for approximately 25% of sales during that period.
Management believes the Company's broad and diverse customer base provides it
with the flexibility to adapt to market changes, lessens its dependence on
particular distributors and reduces the impact of regional economic factors.

To support sales and marketing efforts, the Company produces demonstrator
models that are used by the Company's sales representatives and distributors.
To increase exposure to its products, the Company also has served as the
official recovery team for many automobile racing events, including the
Daytona, Talladega, Atlanta and Darlington NASCAR races, the Grand Prix in
Miami and the IMSA "24 Hours at Daytona" and "12 Hours at Sebring" races,
among others.

24
<PAGE>

The Company routinely responds to requests for proposals or bid invitations
in consultation with its local distributors. The Company has been selected by
the United States General Services Administration as an approved source for
certain federal and defense agencies. The Company intends to continue to
pursue government contracting opportunities.

The towing and recovery equipment industry places heavy marketing emphasis
on product exhibitions at national and regional trade shows. In order to focus
its marketing efforts and to control marketing costs, the Company has reduced
its participation in regional trade shows and now concentrates its efforts on
five of the major trade shows each year. The Company works with its
distributor network to concentrate on various regional shows.

FINANCIAL SERVICES GROUP

The Company's Financial Services Group commenced operations in September
1996 to provide a broad range of financial services to towing and recovery
equipment distributors and towing services companies. The Company initially
will offer floor plan financing to distributors and purchase and lease
financing to towing service operators. The Company currently intends to
introduce other financial services, such as insurance products, in response to
customer demand. Initially, these services will be marketed through the
Company's owned and independent distributors.

The Company expects to capitalize on its strong existing relationships with
its distributors and their customers and its reputation for reliable service
to develop the Financial Services Group. Management believes that its in-depth
knowledge of its customers will permit it to approve credit requests on a more
timely basis than other available financing sources. In the event the Company
is required to retake possession of financed equipment, the Company believes
it will be able to achieve higher residual values for such equipment than
other financing sources which do not have the Company's manufacturing and
distributing expertise. Operations of the Financial Services Group have not
been material to the operations of the Company to date.

COMPETITION

The towing and recovery equipment manufacturing industry is highly
competitive for sales to distributors and towing operators. Management
believes that competition in the towing and recovery equipment industry is a
function of product quality and innovation, reputation, technology, customer
service, product availability and price. The Company competes on the basis of
each of these criteria, with an emphasis on product quality and innovation and
customer service. Management also believes that a manufacturer's relationship
with distributors is a key component of success in the industry. Accordingly,
the Company has invested substantial resources and management time in building
and maintaining strong relationships with distributors. Management also
believes that the Company's products are regarded as high quality within their
particular price points. The Company's marketing strategy is to continue to
compete primarily on the basis of quality and reputation rather than solely on
the basis of price, and to continue to target the growing group of
professional towing operators who as end-users recognize the quality of the
Company's products.

Traditionally, the capital requirements for entry into the towing and
recovery manufacturing industry have been relatively low. Management believes
a manufacturer's capital resources and access to technological improvements
have become a more integral component of success in recent years. Accordingly,
management believes that the Company's ownership of patents on certain of the
industry's leading technologies has given it a competitive advantage. Certain
of the Company's competitors may have greater financial and other resources
and may provide more attractive dealer and retail customer financing
alternatives than the Company.

The Company will also face significant competition from large competitors as
it enters into new lines of business, including the towing and recovery
equipment distribution, financial services and towing services businesses. In
addition, such entries present the risk that its new businesses could be
viewed as being in competition with other customers of the Company.

25
<PAGE>

BACKLOG

The Company produces virtually all of its products to order. The Company's
backlog is based upon customer purchase orders that the Company believes are
firm. The level of backlog at any particular time, however, is not an
appropriate indicator of the future operating performance of the Company.
Certain purchase orders are subject to cancellation by the customer upon
notification. Given the Company's production and delivery schedules, as well
as the recent plant expansions, management believes that the current backlog
represents less than three months of production.

EMPLOYEES

At September 30, 1996, the Company employed 917 people. None of the
Company's employees is covered by a collective bargaining agreement, though
its employees in France and England have certain similar rights by their
respective government's employment regulations. The Company considers its
employee relations to be good.

GOVERNMENT REGULATIONS AND ENVIRONMENTAL MATTERS

The Company's operations are subject to federal, state and local laws and
regulations relating to the generation, storage, handling, emission,
transportation and discharge of materials into the environment. Management
believes that the Company is in substantial compliance with all applicable
federal, state and local provisions relating to the protection of the
environment. The costs of complying with environmental protection laws and
regulations has not had a material adverse impact on the Company's financial
condition or results of operations in the past and is not expected to have a
material adverse impact in the future.

The Company is also subject to the Magnuson-Moss Warranty Federal Trade
Commission Improvement Act which regulates the description of warranties on
products. The description and substance of the Company's warranties are also
subject to a variety of federal and state laws and regulations applicable to
the manufacturing of vehicle components. Management believes that continued
compliance with various government regulations will not materially affect the
operations of the Company.

The Financial Services Group is subject to regulation under various federal,
state and local laws which limit the interest rate, fees and other charges
that may be charged by it or prescribe certain other terms of the financing
documents that it enters into with its customers. Management believes that the
additional administrative costs of complying with these regulations will not
materially affect the operations of the Company.

LITIGATION

The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of these actions,
individually or in the aggregate, will have a material adverse effect on the
financial position or results of operations of the Company.

26
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information concerning the executive
officers and directors of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
William G. Miller....... 49 Chairman of the Board and Chief Executive Officer
Jeffrey I. Badgley...... 44 President, Chief Operating Officer and Director
Adam L. Dunayer......... 29 Vice President, Treasurer and Chief Financial Officer
Frank Madonia........... 47 Vice President, Secretary and General Counsel
J. Vincent Mish......... 45 Vice President and President of Financial Services Group
L. Stanley Neely........ 49 Vice President
Daniel N. Sebastian..... 52 Vice President
A. Russell Chandler,
III..................... 51 Director
Paul E. Drack........... 67 Director
Stephen A. Furbacher.... 76 Director
H. Patrick Mullen....... 48 Director
Richard H. Roberts...... 41 Director
</TABLE>

William G. Miller has served as Chairman of the Board and Chief Executive
Officer of the Company since April 1994 and spends substantially all of his
time on Company matters. He also served as President of the Company from April
1994 to June 1996. Mr. Miller served as Chairman of Miller Group, Inc., from
August 1990 through May 1994, as its President from August 1990 to March 1993,
and as its Chief Executive Officer from March 1993 until May 1994. Mr. Miller
also serves as Chairman of Flow Measurement, Inc. ("Flow Measurement"), a
maker of industrial flow meters, and served as its President from February
1987 until April 1994. Mr. Miller beneficially owns 80% of the capital stock
of Flow Measurement. Prior to 1987, Mr. Miller served in various management
positions for Bendix Corporation, Neptune International Corporation,
Wheelabrator-Frye Inc. and The Signal Companies, Inc.

Jeffrey I. Badgley has served as President and Chief Operating Officer of
the Company since June 1996 and as a director since January 1996. In addition,
Mr. Badgley is President of Miller Industries Towing Equipment and is
responsible for the day to day operations of the towing and recovery equipment
business of the Company. Mr. Badgley served as Vice President--Sales of Miller
Industries Towing Equipment from 1988 to 1996. Mr. Badgley served for over
five years as Vice President--Sales and Marketing of Challenger Wrecker
Corporation ("Challenger Wrecker"), a position he held from 1982 until joining
Miller Industries Towing Equipment. He served as Vice-President of the Company
from April 1994 to June 1996.

Adam L. Dunayer joined the Company in September 1996 and serves as Vice
President, Treasurer and Chief Financial Officer. From 1989 to September 1996,
Mr. Dunayer worked in investment banking with Bear, Stearns & Co. Inc., most
recently as Vice-President. Mr. Dunayer has a wide range of experience in
corporate finance, including equity and debt financings, as well as mergers
and acquisitions and general advisory services.

Frank Madonia has served as Vice President, General Counsel and Secretary of
the Company since April 1994. Mr. Madonia served as Secretary and General
Counsel to Miller Industries Towing Equipment since its acquisition by Miller
Group in 1990. From July 1987 through April 1994, Mr. Madonia served as Vice
President, General Counsel and Secretary of Flow Measurement. Prior to 1987,
Mr. Madonia served in various legal and management positions for United States
Steel Corporation, Neptune International Corporation, Wheelabrator-Frye Inc.,
The Signal Companies, Inc. and Allied-Signal Inc. In addition, Mr. Madonia is
registered to practice before the United States Patent and Trademark Office.

J. Vincent Mish is a certified public accountant and has served as President
of the Financial Services Group since September 1996 and as a Vice President
of the Company since April 1994. From April 1994 through September 1996, Mr.
Mish served as Chief Financial Officer and Treasurer of the Company. Mr. Mish
served as

27
<PAGE>

Vice President and Treasurer of Miller Industries Towing Equipment since its
acquisition by Miller Group in 1990 through September 1996. From February 1987
through April 1994, Mr. Mish served as Vice President and Treasurer of Flow
Measurement. Mr. Mish worked with Touche Ross & Company (now Deloitte and
Touche) for over ten years before serving as Treasurer and Chief Financial
Officer of DNE Corporation from 1982 to 1987. Mr. Mish is a member of the
American Institute of Certified Public Accountants and the Tennessee, Georgia
and Michigan Certified Public Accountant societies.

L. Stanley Neely has served as Vice President of the Company since April
1994. Mr. Neely served as President and a director of Miller Industries Towing
Equipment from December 1992 to May 1994. From July 1987 through April 1990,
Mr. Neely served as President of Hersey Measurement Company, a division of
Flow Measurement, and from 1990 to 1992 he served in various management
positions for Challenger Wrecker Corporation and Miller Industries Towing
Equipment.

Daniel N. Sebastian has served as Vice President of the Company since April
1994. Mr. Sebastian has also served as President of Champion Carrier
Corporation ("Champion"), a wholly owned subsidiary of the Company, since July
1993. Mr. Sebastian served as Vice President of SAFEREC, Inc., a towing and
recovery distributorship, from 1987 until 1988, at which time he became the
operating manager of Champion. Mr. Sebastian has over 20 years of experience
in the towing and recovery industry.

A. Russell Chandler, III has served as a director of the Company since April
1994. He serves on the board of Summit Partners, a venture capital
partnership, and is founder and Chairman of Whitehall Group Ltd., a private
investment firm based in Atlanta, Georgia. Mr. Chandler served as the Mayor of
the Olympic Village for the Atlanta Committee for the Olympic Games from 1990
through August 1996. From 1987 to 1993, he served as Chairman of United
Plastic Films, Inc., a manufacturer and distributor of plastic bags. He
founded Qualicare, Inc., a hospital management company, in 1972 and served as
President and Chief Executive Officer until its sale in 1983. In addition, Mr.
Chandler serves on a number of community advisory boards, including the
Wharton Graduate Advisory Board and the Georgia Tech Foundation Board of
Trustees.

Stephen A. Furbacher has served as a director of the Company since April
1994 and of Miller Group since January 1993. Since 1986, Mr. Furbacher has
been a business consultant and has been involved in various corporate
turnarounds and reorganizations. Over the past 25 years Mr. Furbacher has
served on the boards of various public companies, including Fleet Financial
Group, AMAX Inc., Kennecott Copper Corporation, Amerace Corporation and
Bostrom Manufacturing Company. He presently serves on the board of United Film
Incorporated.

Paul E. Drack has served as a director of the Company since April 1994. Mr.
Drack retired in December 1993 as President and Chief Operating Officer of
AMAX Inc., positions he held since August 1991. From 1985 to 1991, Mr. Drack
served in various capacities for operating subsidiaries of AMAX Inc. including
Chairman, President and Chief Executive Officer of Alumax Inc. and President
of Kawneer Company. He was a director of AMAX Inc. from 1988 to 1993. Prior to
its acquisition by another entity in November 1993, AMAX Inc. was a producer
of aluminum and manufactured aluminum products with interests in domestic
energy and gold production.

H. Patrick Mullen has served as a director of the Company since April 1994
and of Miller Group since January 1993. Mr. Mullen has served as President of
Flow Measurement since April 1994 and as President of Hersey Measurement
Company, a division of Flow Measurement, since May 1990. He was Vice
President-Sales and Marketing of Flow Measurement from 1987 until May 1990.
Prior to 1987, Mr. Mullen served in various management positions for
Trackmobile, Inc., Neptune Measurement Company and The Singer Company.

Richard H. Roberts has served as a director of the Company since April 1994.
Mr. Roberts currently serves as Senior Vice President, Secretary and General
Counsel of Landair Services, Inc., a position he has held since August, 1994.
Mr. Roberts was partner in the law firm of Baker, Worthington, Crossley &
Stansberry, counsel to the Company, from January 1991 to August 1994 and prior
thereto was an associate of the firm. Mr. Roberts has served as a director of
Landair Services, Inc. since May 1995.

Messrs. Miller, Madonia, and Mish were executive officers of Holmes
International in 1991 at the time an involuntary bankruptcy proceeding was
filed against it. Such persons resigned their respective positions with Holmes
International in 1992. Holmes International was administratively dissolved by
the Tennessee Secretary of State in June 1993.

28
<PAGE>

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of October 1, 1996, and as
adjusted to reflect the sale of the shares of Common Stock offered hereby, by
(i) each person who is known by the Company to be the beneficial owner of more
than 5% of the outstanding shares of the Common Stock, (ii) the Company's
chief executive officer and four most highly compensated executive officers
other than the chief executive officer, (iii) each director of the Company,
(iv) all directors and executive officers of the Company as a group and (v)
each Selling Shareholder. Unless otherwise indicated, each of the shareholders
listed below has sole voting and investment power with respect to the shares
of Common Stock beneficially owned by them.
<TABLE>
<CAPTION>
SHARES SHARES TO BE
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE OWNED AFTER THE
OFFERING(1) SHARES OFFERING(1)(2)
------------------------ BEING -----------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ----------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
5% OWNERS, EXECUTIVE
OFFICERS AND DIRECTORS
William G. Miller(3)...... 6,757,126(4) 28.1% 2,000,000 4,757,126 19.0%
Jeffrey I. Badgley........ 121,500(5) * *
Frank Madonia............. 117,750(6) * *
J. Vincent Mish........... 117,750(6) * *
L. Stanley Neely.......... 105,000(7) * *
A. Russell Chandler, III.. 65,000(8) * *
Paul E. Drack............. 35,000(9) * *
Stephen A. Furbacher...... 44,000(9) * *
H. Patrick Mullen......... 77,000(9) * *
Richard H. Roberts........ 38,000(9) * *
All directors and
executive officers as a
group (12 persons)....... 7,595,880(10) 30.9%
OTHER SELLING SHAREHOLDERS
Andrew J. Alm(11)......... 123,283 * 45,395 77,888 *
Stephen D. Alm(12)........ 123,283 * 45,395 77,888 *
Norma Alm................. 122,388 * 100,000 22,388 *
Michael J. Boniface....... 53,668 * 26,000 27,668 *
Creed C. Byrd............. 114,834 * 20,000 94,834 *
Michael J. Marinier....... 61,244 * 20,000 41,244 *
R. Richard Myers.......... 137,144 * 60,000 77,144 *
Carolyn Alm Santos........ 128,358 * 48,895 79,463 *
</TABLE>
- --------
* Represents less than 1%.
(1) For the purpose of determining "beneficial ownership," the rules of the
Securities and Exchange Commission (the "SEC") require that every person
who has or shares the power to vote or dispose of shares of stock be
reported as a "beneficial owner" of all shares as to which such power
exists. As a consequence, many persons may be deemed to be the "beneficial
owners" of the same securities. SEC rules also require that certain shares
of stock that a beneficial owner has the right to acquire within 60 days
of such date pursuant to the exercise of stock options are deemed to be
outstanding for the purpose of calculating the percentage ownership of
such owner, but are not deemed outstanding for the purpose of calculating
the percentage ownership of any other person.

29
<PAGE>

(2) The Company has granted the Underwriters an over-allotment option to
purchase up to 504,852 shares of Common Stock. The Underwriters have
agreed that, if such option is exercised by them, such shares may be sold
by the Company and/or any of the directors or executive officers
designated by the Company.
(3) Mr. Miller's business address is 900 Circle 75 Parkway, Suite 1250,
Atlanta, Georgia 30339.
(4) Includes 240,150 shares held by the Miller Family Foundation, Inc., a
Georgia non-profit corporation of which Mr. Miller is the sole director.
(5) Includes 76,500 shares which are issuable pursuant to options which are
exercisable within 60 days of the date set forth above.
(6) Includes 72,750 shares which are issuable pursuant to options which are
exercisable within 60 days of the date set forth above.
(7) Includes 60,000 shares which are issuable pursuant to options which are
exercisable within 60 days of the date set forth above.
(8) Includes 9,000 shares held in trust for the benefit of Mr. Chandler's
children and 32,000 shares which are issuable pursuant to options which
are exercisable within 60 days of the date set forth above.
(9) Includes 32,000 shares which are issuable pursuant to options which are
exercisable within 60 days of the date set forth above.
(10) Includes 511,750 shares which are issuable pursuant to options which are
exercisable within 60 days of the date set forth above.
(11) Does not include 5,075 shares of Common Stock held by a Trust established
for the benefit of the minor children of Andrew and Sylvia Alm.
(12) Does not include 5,075 shares of Common Stock held by a Trust established
for the benefit of the minor children of Stephen and Nadia Alm.

TRANSACTIONS INVOLVING CERTAIN 5% OWNERS, EXECUTIVE OFFICERS OR DIRECTORS

Reorganization. Pursuant to the reorganization, Miller Group transferred to
the Company all of the outstanding capital stock of Century Holdings, Inc. in
exchange for 12,315,000 shares of Common Stock and a note in the amount of
$3.6 million. At the time of the reorganization, the approximate relative
ownership of Miller Group was as follows: Mr. Miller--81%; Century Investors,
a group of individual and institutional investors ("Century Investors")--17%;
and management of the Company (other than Mr. Miller) collectively--2%.
Pursuant to the plan of reorganization, and in dissolution and liquidation of
Miller Group, Inc., 12,000,000 shares of Common Stock were distributed to Mr.
Miller, 315,000 shares of Common Stock were distributed to the other members
of Company management who were shareholders of Miller Group and the note was
distributed to Century Investors.

Redemption of Miller Industries Towing Equipment Preferred Stock.
Approximately $3.4 million of the Company's net proceeds from its initial
public offering in August 1994 were used to redeem all of the outstanding
preferred stock from the Century Investors.

Challenger Wrecker Distributorship. Prior to its liquidation, Challenger
Wrecker, a subsidiary of Miller Group, operated a distributorship in Chicago,
Illinois which purchased products from the Company. During fiscal 1993 and
fiscal 1994, the Company recognized net sales of approximately $781,000 and
$980,000, respectively, from sales to Challenger Wrecker.

Lombard Settlement. In August 1994, the Company paid $150,000 in settlement
of all liabilities under a management agreement between Century Group, which
was acquired by Miller Group in 1990, and Lombard Investments, Inc., an
affiliate of Century Investors.

30
<PAGE>

Settlement of Equity Participation Plan. In April 1994 in connection with
the settlement of obligations under a 1990 equity participation plan covering
senior management, excluding Mr. Miller, Miller Group awarded 11,250 shares of
the common stock of Miller Group to each of the following officers of the
Company: Jeffrey I. Badgley, Frank Madonia, J. Vincent Mish, H. Patrick
Mullen, L. Stanley Neely and Daniel N. Sebastian. In addition, Century
Holdings, Inc., a subsidiary of Miller Group ("Century Holdings"), paid cash
awards of $50,000 each to the same persons upon consummation of the Company's
initial public offering.

Tax Note. Effective April 30, 1994, Century Holdings issued an unsecured
promissory note (the "Tax Note") in the original principal amount of $1.7
million, payable to Miller Group representing the cumulative amount of the
current Federal income taxes which would have been payable by Century Holdings
if it had not been a member of the Miller Group consolidated tax reporting
group. The Tax Note did not bear interest. In connection with the liquidation
of Miller Group, the Tax Note was distributed to Mr. Miller and was repaid
from the Company's net proceeds in its initial public offering.

Equipment Lease. The Company has leased certain manufacturing equipment from
Challenger Wrecker under an operating lease agreement. During fiscal year 1993
and the nine months ended April 30, 1994, the Company paid Challenger Wrecker
$60,000 and $45,000 in rent under this lease. In connection with the
dissolution and liquidation of Challenger Wrecker and Miller Group, the
equipment was distributed to Mr. Miller and remained subject to the lease
until the Company exercised its right pursuant to the lease to purchase the
equipment for $52,800, half of its book value. Prior to purchasing the
equipment, the Company paid approximately $12,000 to Mr. Miller under the
lease.

Payments to Flow Measurement, Inc. During fiscal years 1996 and 1995, the
Company leased an airplane from Flow Measurement, Inc. on an as needed basis.
Aggregate payments made during fiscal 1996 were $75,734 and during fiscal 1995
were $75,544. Mr. Miller owns 80% of the outstanding stock of Flow
Measurement, Inc. The Company believes the rates charged for lease of the
airplane were below rates the Company could otherwise have obtained from an
independent third party.

TRANSACTIONS INVOLVING OTHER SELLING SHAREHOLDERS

Andrew J. Alm, Norma Alm, Stephen D. Alm, Michael J. Boniface, Creed C.
Byrd, Michael J. Marinier, R. Richard Myers, and Carolyn Alm Santos
(collectively the "Other Selling Shareholders") each acquired their respective
shares of Common Stock as a result of an acquisition by the Company of a
closely held company of which they were a shareholder. The aggregate
consideration received by each of the Other Selling Shareholders in the
acquisition of their respective businesses by the Company was the number of
shares of Common Stock shown in the above table as beneficially owned by them
prior to the Offering. In connection with such acquisitions, the Other Selling
Shareholders (other than Mr. Boniface) were also granted certain registration
rights with respect to their shares of Common Stock. Unless otherwise
indicated below, none of the Other Selling Shareholders have a position,
office or other material relationship with the Company.

In connection with these acquisitions, certain of the Other Selling
Shareholders entered into employment agreements with subsidiaries of the
Company, as described below:

Andrew J. Alm. Mr. A. Alm has entered into a three-year employment agreement
with a subsidiary of the Company. Under the agreement, Mr. A. Alm is entitled
to an annual salary of $90,000 and options for 5,000 shares of Common Stock to
be issued under the Company's Stock Option and Incentive Plan.

Stephen D. Alm. Mr. S. Alm has entered into a three-year employment
agreement with a subsidiary of the Company. Under the agreement, Mr. S. Alm is
entitled to an annual salary of $90,000 and options for 5,000 shares of Common
Stock to be issued under the Company's Stock Option and Incentive Plan.

Michael J. Boniface. Mr. Boniface has entered into a three-year employment
agreement with a subsidiary of the Company. Under the agreement, Mr. Boniface
is entitled to an annual salary of (Pounds)50,000 and an annual

31
<PAGE>

bonus of (Pounds)25,000 if certain performance criteria are met, and was
granted options for 10,000 shares of Common Stock under the Company's Stock
Option and Incentive Plan. In addition, the Company is obligated to make
additional payments to Mr. Boniface of up to (Pounds)378,000 in cash or shares
of Common Stock, based on the pre-tax earnings of Boniface during the three
years after the closing of the acquisition.

Michael J. Marinier. Mr. Marinier has entered into a five-year employment
agreement with a subsidiary of the Company. Under the agreement, Mr. Marinier
is entitled to an annual salary of $120,000, an annual bonus of up to $60,000
based on his performance, and options for 10,000 shares of Common Stock to be
issued under the Company's Stock Option and Incentive Plan.

R. Richard Myers. Mr. Myers has entered into a three-year employment
agreement with a subsidiary of the Company. Under the agreement, Mr. Myers is
entitled to $60,000 salary for the first year, $50,000 salary for the second
year and $40,000 salary for the third year of the agreement, as well as
options for 5,000 shares of Common Stock to be issued under the Company's
Stock Option and Incentive Plan.

Carolyn Alm Santos. Mrs. Santos has entered into a three-year employment
agreement with a subsidiary of the Company. Under the agreement, Mrs. Santos
is entitled to an annual salary of $30,000.

32
<PAGE>

UNDERWRITING

Pursuant to the Underwriting Agreement, and subject to the terms and
conditions thereof, the Underwriters named below acting through Bear, Stearns
& Co. Inc., J.C. Bradford & Co., Montgomery Securities and The Robinson-
Humphrey Company, Inc., representatives of the several Underwriters (the
"Representatives"), have agreed, severally, to purchase from the Company and
the Selling Shareholders, the respective number of shares of Common Stock set
forth below opposite their respective names:

<TABLE>
<CAPTION>
NAME OF UNDERWRITER NUMBER OF SHARES
------------------- ----------------
<S> <C>
Bear, Stearns & Co. Inc.................................
J. C. Bradford & Co.....................................
Montgomery Securities...................................
The Robinson-Humphrey Company, Inc......................

---------
Total............................................... 3,365,685
=========
</TABLE>

In the Underwriting Agreement, the Underwriters have agreed, subject to the
terms and conditions therein set forth, to purchase all shares of Common Stock
offered hereby if any of such shares are purchased.

The Company has been advised by the Representatives that the Underwriters
propose to offer the shares of Common Stock to the public at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per share. The
Underwriters may allow and such dealers may reallow a concession not in excess
of $ per share to certain other dealers. After the public offering, the
public offering price and such concessions may be changed. The Representatives
have informed the Company that the Underwriters do not intend to confirm sales
to accounts over which they exercise discretionary authority.

The offering of the shares of Common Stock is made for delivery when, as and
if accepted by the Underwriters and subject to prior sale and to withdrawal,
cancellation or modification of the offer without notice. The Underwriters
reserve the right to reject any order for the purchase of the shares.

The Company has granted to the Underwriters an option, exercisable not later
than 30 days from the date of the effectiveness of the Offering, to purchase
up to an aggregate of 504,852 additional shares of Common Stock to cover over-
allotments. The Underwriters have agreed that, if such option is exercised by
them, such shares may be sold by the Company and/or any of the directors or
executive officers designated by the Company. To the extent the Underwriters
exercise the option, each of the Underwriters will have a firm commitment to
purchase approximately the same percentage thereof which the number of shares
of Common Stock to be purchased by it shown in the table above bears to the
total number of shares in such table and the Company will be obligated,
pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of the 3,365,685 shares of Common Stock offered
hereby. If purchased, the Underwriters will sell these additional shares on
the same terms as those on which the 3,365,685 shares are being offered.

The Company, its executive officers and directors, and the Selling
Shareholders have agreed not to offer, sell, transfer, assign or otherwise
dispose of any of the Common Stock owned by them prior to the expiration of 90
days from the date of this Prospectus, without the prior written consent of
the Representatives. After such 90 day period, such persons will be entitled
to sell, distribute or otherwise dispose of the Common Stock which they hold
subject to the provisions of applicable securities laws.

The Underwriting Agreement provides that the Company and, to a limited extent,
the Selling Shareholders will indemnify the Underwriters and controlling
persons, if any, against certain civil liabilities, including liabilities under
the Securities Act, or will contribute to payments which the Underwriters or any
such controlling persons may be required to make in respect thereof.

33
<PAGE>

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby is being passed
upon for the Company by Kilpatrick & Cody, L.L.P., Atlanta, Georgia. Certain
legal matters relating to the Offering will be passed upon for the
Underwriters by Waller Lansden Dortch & Davis, a Professional Limited
Liability Company, Nashville, Tennessee.

EXPERTS

The Consolidated Financial Statements of the Company included or
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement to the extent and for the periods indicated in their reports have
been audited by Arthur Andersen LLP, independent certified public accountants,
and are included or incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.

The Combined Financial Statements of Vulcan International, Inc. and
affiliates incorporated by reference herein have been audited by Haddox Reid
Burkes & Calhoun PLLC, independent certified public accountants, as indicated
in their report with respect thereto, and are incorporated herein in reliance
upon the authority of said firm as experts in giving said reports.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents heretofore filed by the Company with the Commission
are hereby incorporated by reference: (i) the Company's Annual Report on Form
10-K for the year ended April 30, 1996; (ii) the Company's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1996; (iii) the description of the
Company's capital stock contained in the Company's Registration of Securities
on Form 8-A filed pursuant to the Exchange Act, Commission file number 1-
14124; and (iv) the Company's Current Report on Form 8-K filed on September
17, 1996, as amended by Form 8-K/A filed October 15, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Shares covered by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

AVAILABLE INFORMATION

The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares of Common Stock
offered in the Offering. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Certain items are omitted in accordance with the rules and
regulations of the Commission. Statements contained in this Prospectus
concerning the provisions or contents of any contract or other document
referred to herein are not necessarily complete. With respect to each such
contract, agreement, or document filed as an exhibit to the Registration
Statement, reference is made to such exhibit for a more complete description,
and each such statement is deemed to be qualified in all respects by such
reference.

34
<PAGE>

The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports, proxy statements and other
information with the Commission. The Registration Statement (with exhibits),
as well as such reports, proxy statements, and other information, may be
inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located
at Seven World Trade Center, 13 the Floor, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, the
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants (such as the Company)
that file electronically with the Commission at http://www.sec.gov. The Common
Stock is listed on the NYSE, and such reports, proxy statements and other
information can also be inspected at the offices of the NYSE, 20 Broad Street,
New York, New York 10005.

The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request of such
person, a copy of any and all the documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Written or oral requests for such copies should be directed to:
Corporate Secretary, Miller Industries, Inc., 900 Circle 75 Parkway, Suite
1250, Atlanta, Georgia 30339, telephone number (770) 988-0797.

35
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants....................... F-1
Supplemental Consolidated Balance Sheets as of April 30, 1995 and 1996,
and July 31, 1996 (Unaudited)........................................... F-2
Supplemental Consolidated Statements of Income for the Nine Months Ended
April 30, 1994, the Years Ended April 30, 1995 and 1996, and the Three
Months Ended July 31, 1995 and 1996 (Unaudited)......................... F-3
Supplemental Consolidated Statements of Shareholders' Equity (Deficit)
for the Nine Months Ended April 30, 1994, the Years Ended April 30, 1995
and 1996, and the Three Months Ended July 31, 1996 (Unaudited).......... F-4
Supplemental Consolidated Statements of Cash Flows for the Nine Months
Ended April 30, 1994, the Years Ended April 30, 1995 and 1996, and the
Three months Ended July 31, 1995 and 1996 (Unaudited)................... F-5
Notes to Supplemental Consolidated Financial Statements.................. F-6
</TABLE>

36
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
Miller Industries, Inc.:

We have audited the accompanying supplemental consolidated balance sheets of
MILLER INDUSTRIES, INC. (a Tennessee corporation) AND SUBSIDIARIES as of April
30, 1995 and 1996, and the related supplemental consolidated statements of
income, shareholders' equity and cash flows for the nine months ended April
30, 1994, and the years ended April 30, 1995 and 1996. The supplemental
consolidated financial statements give retroactive effect to the mergers with
the Pooled Entities described in Note 1 to the supplemental consolidated
financial statements. These transactions have been accounted for as poolings
of interests. These supplemental financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these supplemental financial statements based on our audits.

We did not audit the combined financial statements of Vulcan International,
Inc. as of and for the year ended April 30, 1996, included in the supplemental
consolidated financial statements of Miller Industries, Inc. and subsidiaries,
which statements reflect total assets and net sales constituting 10.9 percent
and 13.6 percent, respectively, in 1996, of the related supplemental
consolidated totals. These statements were audited by other auditors whose
report thereon has been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for Vulcan International, Inc.,
is based solely upon the report of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of the other
auditors provide a reasonable basis for our opinion.

In our opinion, based upon our audits and the report of the other auditors,
the supplemental consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Miller Industries,
Inc. and subsidiaries as of April 30, 1995 and 1996, and the results of their
operations and their cash flows for the nine months ended April 30, 1994, and
the years ended April 30, 1995 and 1996, after giving retroactive effect to
the mergers with the Pooled Entities as described in Note 1 to the
supplemental consolidated financial statements, all in conformity with
generally accepted accounting principles.

As discussed in Note 9 to the supplemental consolidated financial
statements, effective August 1, 1993 the Company changed its method of
accounting for income taxes.

ARTHUR ANDERSEN LLP

Chattanooga, Tennessee
October 12, 1996

F-1
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
APRIL 30, APRIL 30, JULY 31,
1995 1996 1996
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and temporary investments............... $ 2,972 $ 24,592 $ 21,013
Accounts receivable, net of allowance for
doubtful accounts of $537, $1,058 and $1,064
in 1995, 1996 and at July 31, 1996,
respectively................................ 21,312 31,750 33,509
Inventories.................................. 21,400 32,428 33,474
Deferred income tax benefit.................. 1,252 1,338 1,279
Prepaid expenses and other................... 384 1,095 1,510
------- -------- --------
Total current assets....................... 47,320 91,203 90,785
PROPERTY, PLANT, AND EQUIPMENT, net............ 7,063 16,555 16,668
GOODWILL, net.................................. 3,536 5,071 5,035
PATENTS, TRADEMARKS, AND OTHER PURCHASED PROD-
UCT RIGHTS, net............................... 984 926 938
OTHER ASSETS................................... 86 250 261
------- -------- --------
$58,989 $114,005 $113,687
======= ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt............ $ 987 $ 1,101 $ 565
Lines of credit.............................. 1,564 1,143 1,036
Accounts payable............................. 19,710 27,427 25,223
Accrued liabilities and other................ 5,970 9,636 9,105
------- -------- --------
Total current liabilities.................. 28,231 39,307 35,929
------- -------- --------
LONG-TERM OBLIGATIONS, less current portion.... 1,111 5,865 6,318
------- -------- --------
DEFERRED INCOME TAXES.......................... 425 870 870
------- -------- --------
COMMITMENTS AND CONTINGENCIES (Notes 7 and 8)..
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000
shares authorized, none issued or
outstanding ................................ -- -- --
Common stock, $.01 par value; 100,000,000
shares authorized; 20,177,726, 23,848,522
and 23,855,728 shares issued and outstanding
at 1995, 1996, and at July 31, 1996, respec-
tively...................................... 72 238 238
Additional paid in capital................... 24,147 54,859 54,873
Retained earnings............................ 5,003 12,883 15,512
Cumulative translation adjustment............ -- (17) (53)
------- -------- --------
Total stockholders' equity................. 29,222 67,963 70,570
------- -------- --------
$58,989 $114,005 $113,687
======= ======== ========
</TABLE>

The accompanying notes are an integral part of these supplemental consolidated
balance sheets.

F-2
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

The accompanying notes are an integral part of these supplemental consolidated
statements.

F-3
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF
SHAREHOLDERS' EQUITY (DEFICIT)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
RETAINED
ADDITIONAL EARNINGS CUMULATIVE
COMMON PAID-IN (ACCUMULATED (TRANSLATION
STOCK CAPITAL DEFICIT) ADJUSTMENT) TOTAL
------ ---------- ------------ ------------ -------
<S> <C> <C> <C> <C> <C>
BALANCE, July 31, 1993.... $100 $ 480 $(2,046) $-- $(1,466)
Adjustments for Pooled
Entities............... 7 154 (995) -- (834)
---- ------- ------- ---- -------
BALANCE, July 31, 1993, as
restated................. 107 634 (3,041) -- (2,300)
Issuance of management
shares by MGI.......... -- 574 -- -- 574
Effect of the Reorgani-
zation (Note 1):
Exchange of common
stock................ (59) 59 -- -- --
Issuance of Reorgani-
zation Note ......... -- -- (3,600) -- (3,600)
Accrued dividends on
preferred stock, net... -- -- (38) -- (38)
Contribution of capital
from Pooled Entities... -- -- 584 -- 584
Net income.............. -- -- 4,784 -- 4,784
---- ------- ------- ---- -------
BALANCE, April 30, 1994... 48 1,267 (1,311) -- 4
Issuance of 7,156,876
common shares through a
public offering........ 24 22,186 -- -- 22,210
Unamortized
restructuring credit
from redemption of
preferred stock........ -- 694 -- -- 694
Distributions to former
shareholders of Pooled
Entities............... -- -- (199) -- (199)
Net income.............. -- -- 6,513 -- 6,513
---- ------- ------- ---- -------
BALANCE, April 30, 1995... 72 24,147 5,003 -- 29,222
Issuance of 3,600,000
common shares through a
public offering........ 12 30,166 -- -- 30,178
Issuance of 53,668
shares in purchase of
Boniface Engineering... -- 615 -- -- 615
Exercise of stock op-
tions.................. -- 37 -- -- 37
Other stock issuance.... -- 48 -- -- 48
Three-for-two stock
split.................. 38 (38) -- -- --
Distributions to former
shareholders of Pooled
Entities............... -- -- (175) -- (175)
Two-for-one stock split. 116 (116) -- -- --
Net income.............. -- -- 8,055 -- 8,055
Net translation adjust-
ments.................. -- -- -- (17) (17)
---- ------- ------- ---- -------
BALANCE, April 30, 1996... 238 54,859 12,883 (17) 67,963
Net income.............. -- -- 2,629 -- 2,629
Exercise of stock op-
tions.................. -- 14 -- -- 14
Net translation adjust-
ments.................. -- -- -- (36) (36)
---- ------- ------- ---- -------
BALANCE, July 31, 1996
(unaudited).............. $238 $54,873 $15,512 $(53) $70,570
==== ======= ======= ==== =======
</TABLE>

The accompanying notes are an integral part of these supplemental consolidated
statements.

F-4
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
NINE MONTHS YEAR ENDED APRIL 30, ENDED JULY 31,
ENDED ---------------------- ----------------
APRIL 30, 1994 1995 1996 1995 1996
-------------- ---------- ---------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income............. $ 4,784 $ 6,513 $ 8,055 $ 1,474 $ 2,629
Adjustments to recon-
cile net income to net
cash provided by (used
in) operating activi-
ties:
Depreciation and am-
ortization.......... 531 781 1,226 252 284
Gain on sales and
disposals of
property, plant, and
equipment........... -- -- (29) -- --
Extraordinary gain... (1,143) (288) -- -- --
Cumulative effect of
accounting change... (781) -- -- -- --
Deferred income tax-
es.................. 191 140 373 (43) 59
Changes in operating
assets and liabili-
ties:
Accounts receivable. (4,947) (9,841) (8,950) 1,500 (713)
Inventories......... (3,149) (9,190) (6,820) (652) (1,046)
Prepaid expenses and
other.............. 25 (145) (398) 94 (415)
Accounts payable.... 5,059 9,546 5,810 (2,632) (3,250)
Accrued liabilities. (933) 1,087 557 (60) (531)
Other assets........ 23 (5) 33 17 (11)
Income taxes payable
to MGI (Note 9).... 1,115 (1,736) -- -- --
------- ---------- ---------- ------- -------
Total adjustments.. (4,009) (9,651) (8,198) (1,524) (5,623)
------- ---------- ---------- ------- -------
Net cash provided
by (used in)
operating
activities........ 775 (3,138) (143) (50) (2,994)
------- ---------- ---------- ------- -------
INVESTING ACTIVITIES:
Purchases of property,
plant, and equipment.. (606) (2,100) (7,246) (1,139) (373)
Proceeds from sales of
property, plant, and
equipment............. -- -- 111 -- --
Proceeds from notes re-
ceivable.............. 35 39 -- -- --
Purchases of subsidiar-
ies, net of cash ac-
quired................ -- -- (3,567) -- --
Other.................. (22) (165) (91) -- --
------- ---------- ---------- ------- -------
Net cash used in
investing activi-
ties.............. (593) (2,226) (10,793) (1,139) (373)
------- ---------- ---------- ------- -------
FINANCING ACTIVITIES:
Proceeds from issuance
of common stock....... -- 22,210 30,178 -- --
Proceeds from exercise
of options............ -- -- 37 1 14
Contributions of capi-
tal by pooled enti-
ties.................. 584 -- -- -- --
Net (payments)
borrowings under line
of credit............. -- 1,564 (522) 79 (107)
Proceeds from long-term
debt.................. 903 275 3,895 -- 80
Payments on long-term
debt.................. (841) (12,706) (891) (270) (163)
Redemption of preferred
stock................. -- (3,400) -- -- --
Distributions to former
shareholders of Pooled
Entities.............. -- (199) (175) (2) --
Settlement of obliga-
tion to affiliate..... -- (236) -- -- --
Other.................. -- -- 36 -- --
------- ---------- ---------- ------- -------
Net cash provided
by (used in)
financing
activities........ 646 7,508 32,558 (192) (176)
------- ---------- ---------- ------- -------
NET INCREASE (DECREASE)
IN CASH................ 828 2,144 21,622 (1,381) (3,543)
EFFECT OF EXCHANGE RATE
CHANGES ON CASH........ -- -- (2) -- (36)
CASH, beginning of peri-
od..................... -- 828 2,972 2,972 24,592
------- ---------- ---------- ------- -------
CASH, end of period..... $ 828 $ 2,972 $ 24,592 $ 1,591 $21,013
======= ========== ========== ======= =======
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW
INFORMATION:
Cash payments for in-
terest.............. $ 458 $ 246 $ 252 $ 92 $ 170
======= ========== ========== ======= =======
Cash payments for in-
come taxes.......... $ 45 $ 2,854 $ 4,548 $ 797 $ 1,520
======= ========== ========== ======= =======
New equipment under
capital lease
financing........... $ -- $ 241 $ 51 $ -- $ --
======= ========== ========== ======= =======
</TABLE>

The accompanying notes are an integral part of these supplemental consolidated
statements.

F-5
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF OPERATIONS

Miller Industries, Inc. ("Miller Industries") was formed on April 28, 1994
in connection with a reorganization effective April 30, 1994 (the
"Reorganization"). In the Reorganization all 100 shares of the no par value
common stock of Century Holdings, Inc. ("Century Holdings"), a manufacturer of
towing and recovery equipment, were transferred to Miller Industries by Miller
Group, Inc. ("MGI") in exchange for 12,315,000 shares of Miller Industries'
$.01 par value common stock and a $3,600,000 promissory note (the
"Reorganization Note"). The assets received by MGI in the Reorganization were
distributed as follows: (1) 12,000,000 shares of common stock to an officer,
(2) 315,000 shares of common stock to certain members of management, and (3)
the Reorganization Note to certain former minority shareholders of MGI. The
Reorganization required the complete liquidation and dissolution of MGI. The
issuance of the Reorganization Note to the former minority shareholders of MGI
was in exchange for their 17.5% common stock ownership interest in MGI. The
issuance of the Reorganization Note resulted in a $3,600,000 charge to
accumulated deficit. As a result of the Reorganization, Century Holdings
became a wholly-owned subsidiary of Miller Industries. The Reorganization was
accounted for in a manner similar to a pooling of interests.

SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS

The accompanying supplemental consolidated financial statements include the
financial position and results of operations of B&B Associated Industries,
Inc. ("B&B") and Mid-America Wrecker and Equipment Sales, Inc. of Colorado
("Mid-America"), with which Miller Industries merged in July 1996. These
transactions were accounted for under the pooling-of-interests method of
accounting and, accordingly, Miller Industries' consolidated financial
statements have been previously restated as if Miller Industries, B&B, and
Mid-America had operated as one entity since inception. See Note 3, Business
Combinations, for further discussion of these transactions.

The accompanying supplemental consolidated financial statements give
retroactive effect to the September 1996 merger with Vulcan International,
Inc. ("Vulcan") and a related company that owned the land and a manufacturing
facility where Vulcan operations are located. This transaction was accounted
for under the pooling-of-interests method of accounting. See Note 3, Business
Combinations, for further discussion of this transaction. Vulcan, B&B, and
Mid-America are collectively referred to as the "Pooled Entities." Miller
Industries and its wholly-owned subsidiaries, including the Pooled Entities,
are hereinafter collectively referred to as the "Company."

NATURE OF OPERATIONS

The Company is a manufacturer and distributor of vehicle towing and recovery
equipment which is installed on truck chassis. The principal markets for the
towing and recovery equipment are independent distributors of towing and
recovery equipment located primarily throughout the United States, Canada,
Europe, Japan, Taiwan, Hong Kong, China, and the Middle East. The Company's
products are marketed under the brand names of Century, Challenger, Holmes,
Champion, Eagle, Jige, Boniface, and Vulcan. The truck chassis are either
purchased by the Company or provided by customers. Sales of Company-purchased
chassis represent approximately 12.9%, 20.6%, and 26.7% of net sales in 1994,
1995, and 1996, respectively.

PUBLIC OFFERINGS OF COMMON STOCK

On August 9, 1994, the Company completed an initial public offering of
7,156,876 shares of its common stock at $3.50 per share (the "Offering"). The
net proceeds of the Offering were used to repay long-term debt, redeem the
cumulative preferred stock of a wholly-owned subsidiary, increase working
capital, provide funds for capital additions, and for other general corporate
purposes (Notes 4 and 9).

On January 31, 1996, the Company completed a public offering of 3,600,000
shares of previously unissued common stock at $9.17 per share. The net
proceeds were used to repay debt, including the debt incurred in the
acquisition of S.A. Jige Lohr Wreckers (Note 3), increase working capital,
provide funds for capital additions, and for other general corporate purposes.

F-6
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR-END

In connection with the Reorganization, the Company adopted an April 30 year-
end. The nine months ended April 30, 1994 will be referred to herein as
"1994".

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

CONSOLIDATION

The accompanying supplemental consolidated financial statements include the
accounts of Miller Industries, Inc. and its wholly-owned subsidiaries,
including the Pooled Entities. All significant intercompany transactions and
balances have been eliminated in consolidation.

In the opinion of management, the unaudited supplemental consolidated
financial statements contain all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the consolidated financial
position of the Company at July 31, 1996, and the consolidated results of its
operations and cash flows for the three months ended July 31, 1995 and 1996.

CASH AND TEMPORARY INVESTMENTS

Cash and temporary investments include all cash and cash equivalent
investments with original maturities of three months or less, primarily
consisting of repurchase agreements.

INVENTORIES

Inventory costs include materials, labor, and factory overhead. Inventories
are stated at the lower of cost or market, determined on a first-in, first-out
basis. Inventories at April 30, 1995 and 1996 and July 31, 1996 consisted of
the following categories (in thousands):

<TABLE>
<CAPTION>
APRIL 30,
--------------- JULY 31,
1995 1996 1996
------- ------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Chassis............................................. $ 5,756 $ 7,188 $ 8,238
Raw materials....................................... 6,321 11,505 11,477
Work in process..................................... 4,408 7,155 6,136
Finished goods...................................... 4,915 6,580 7,623
------- ------- -------
$21,400 $32,428 $33,474
======= ======= =======
</TABLE>

PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are recorded at cost. Depreciation for
financial reporting purposes is provided using the straight-line method over
the estimated useful lives of the assets. Accelerated depreciation methods are
used for income tax purposes. Estimated useful lives range from 20 to 39 years
for buildings and improvements and 5 to 10 years for machinery and equipment,
and furniture, fixtures, and vehicles. Expenditures for maintenance and
repairs are charged to expense as incurred.

F-7
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The property, plant, and equipment balances at April 30, 1995 and 1996
consisted of the following (in thousands):

<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Land.................................................... $ 307 $ 1,356
Buildings and improvements.............................. 4,005 10,817
Machinery and equipment................................. 4,089 5,700
Furniture, fixtures, and vehicles....................... 883 1,823
Construction in progress................................ 787 781
------- -------
10,071 20,477
Less accumulated depreciation........................... (3,008) (3,922)
------- -------
Property, plant, and equipment, net................... $ 7,063 $16,555
======= =======
</TABLE>

In March 1995, the Financial Accounting Standards Board issued Statement No.
121 ("SFAS 121") on accounting for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to assets to be held
and used. SFAS 121 also establishes accounting standards for the disposal of
long-lived assets and certain identifiable intangibles. The Company adopted
SFAS 121 effective May 1, 1996. The adoption of SFAS 121 did not have a
significant impact on the Company's consolidated financial position and
results of operations.

NET INCOME PER COMMON SHARE

Net income per common share is calculated using the weighted average number
of common and common equivalent shares outstanding. Net income per common
share for 1994 gives retroactive effect to the 12,315,000 shares issued in
connection with the Reorganization.

In April 1996, the Company effected a three-for-two common stock split in
the form of a stock dividend. In September 1996, the Company effected a two-
for-one common stock split in the form of a stock dividend. The Company's par
value of $.01 per share remained unchanged for each stock split. As a result,
$38,000 and $116,000, respectively, was transferred from additional paid-in
capital to common stock. All historical share and per share amounts have been
retroactively restated to reflect the common stock splits.

GOODWILL

Goodwill is being amortized on a straight-line basis over 40 years. The
Company continually evaluates whether later events and circumstances have
occurred which would indicate that the goodwill is not recoverable.
Accumulated amortization of goodwill was $477,000 and $578,000 at April 30,
1995 and 1996, respectively. Amortization expense for 1994, 1995, and 1996 was
$75,000, $100,000, and $101,000, respectively.

PATENTS, TRADEMARKS, AND OTHER PURCHASED PRODUCT RIGHTS

The cost of acquired patents, trademarks, and other purchased product rights
are capitalized and amortized using the straight-line method over 20 years.
Total accumulated amortization of these assets at April 30, 1995 and 1996 was
$178,000 and $251,000, respectively. Amortization expense for 1994, 1995, and
1996 was $53,000, $64,000, and $73,000, respectively.

F-8
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other consisted of the following at April 30, 1995
and 1996 (in thousands):

<TABLE>
<CAPTION>
1995 1996
------ ------
<S> <C> <C>
Accrued wages, commissions, bonuses, and benefits.......... $1,333 $2,326
Accrued income taxes....................................... 2,360 2,073
Other...................................................... 2,277 5,237
------ ------
$5,970 $9,636
====== ======
</TABLE>

PRODUCT WARRANTY

The Company provides a one-year limited product and service warranty on its
products. The Company provides for the estimated cost of this warranty at the
time of sale. Warranty expense for 1994, 1995, and 1996 was $505,000,
$941,000, and $618,000, respectively.

CREDIT RISK

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash investments and
trade accounts receivable. The Company places its cash investments with high
quality financial institutions and limits the amount of credit exposure to any
one institution. The Company's trade receivables are primarily from
independent distributors of towing and recovery equipment and such receivables
are generally not collateralized. The Company monitors its exposure for credit
losses and maintains allowances for anticipated losses.

REVENUE RECOGNITION

Sales are recorded by the Company when equipment is shipped to independent
distributors or other customers.

3. BUSINESS COMBINATIONS

In January 1996, the Company purchased all of the outstanding capital stock
of S.A. Jige Lohr Wreckers ("Jige Lohr"), a French manufacturer of towing and
recovery equipment, at a total cash purchase price of approximately
$2,950,000.

In April 1996, the Company purchased all of the outstanding capital stock of
Boniface Engineering ("Boniface"), an English manufacturer of towing and
recovery equipment, at a total purchase price of $1,691,000. The purchase
price consisted of $1,076,000 in cash and $615,000 (53,668 shares) of newly
issued common stock.

The acquisitions of Jige Lohr and Boniface have been accounted for under the
purchase method of accounting. Accordingly, the operating results of Jige Lohr
and Boniface have been included in the Company's consolidated results of
operations from the date of acquisition. The excess of the aggregate purchase
price over the fair value of net assets acquired of $1,641,000 has been
recognized as a component of goodwill in the accompanying supplemental
consolidated balance sheet at April 30, 1996. The impact of the acquisitions
on consolidated pro forma net income and earnings per share, as if the
acquisitions had taken place at the beginning of fiscal 1995, was not
significant for 1995 and 1996.

In July 1996, Miller Industries issued 198,388 shares of its common stock in
exchange for all of the outstanding common stock of B&B and Mid America,
distributors of towing and recovery equipment.

F-9
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In September 1996, Miller issued 507,462 shares of its common stock in
exchange for all of the outstanding common stock of Vulcan, a Mississippi
manufacturer of towing and recovery equipment, a note payable to a former
common shareholder of Vulcan and interests in a related company that owned the
land and a manufacturing facility where Vulcan's operations are located.

The mergers with B&B, Mid America and Vulcan were accounted for under the
pooling-of-interests method of accounting and, accordingly, the accompanying
supplemental consolidated financial statements have been retroactively
adjusted as if Miller Industries and the Pooled Entities had operated as one
entity since inception. These supplemental consolidated financial statements
will be substantially the same as the restated statements that will be issued
after the post-merger operating results have been published.

Results of operations of Miller Industries and the Pooled Entities for 1994,
1995, and 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED APRIL
30,
------------------
NINE MONTHS
ENDED
APRIL 30,
1994 1995 1996
----------- -------- --------
<S> <C> <C> <C>
Net sales:
Miller Industries........................ $45,873 $ 94,722 $125,706
Pooled Entities.......................... 20,639 32,421 40,883
Adjustment--elimination of intercompany
sales................................... (794) (1,244) (2,779)
------- -------- --------
Combined................................. 65,718 125,899 163,810
------- -------- --------
Net income before extraordinary gain and
cumulative effect of accounting change:
Miller Industries........................ 2,022 5,406 7,793
Pooled Entities.......................... 838 819 262
------- -------- --------
Combined................................. 2,860 6,225 8,055
------- -------- --------
Net income:
Miller Industries........................ 2,401 5,694 7,793
Pooled Entities.......................... 2,383 819 262
------- -------- --------
Combined................................. $ 4,784 $ 6,513 $ 8,055
======= ======== ========
</TABLE>

In August and September 1996, the Company purchased two distributors of
towing and recovery equipment at a total purchase price of $2,500,000 by
issuing a total of 177,580 shares of its common stock in exchange for all of
the outstanding common stock of these distributors. These acquisitions have
been accounted for using the purchase method of accounting and, on a combined
basis, generated approximately $1,687,000 of goodwill which will be amortized
on a straight-line basis over 40 years. The pro forma impact of these
acquisitions on consolidated financial position, net income and earnings per
share is not significant.

4. GAIN ON EARLY RETIREMENT OF DEBT AND PREFERRED STOCK REDEMPTION

Upon consummation of the initial public offering, the Company retired
certain debt obligations, including previously restructured long-term debt,
which resulted in a gain of $288,000. Such amount is reflected as an
extraordinary gain in the accompanying supplemental consolidated statement of
income for 1995.

Additionally, upon consummation of the initial public offering, the Company
redeemed its cumulative redeemable preferred stock for $3,400,000 resulting in
a gain of $694,000 which is reflected as a credit to paid-in capital in 1995.

F-10
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On July 16, 1991, Vulcan filed a voluntary petition for reorganization under
Chapter 11 of the Bankruptcy Code. In August 1993, Vulcan was released from
bankruptcy under Chapter 11 of the Bankruptcy Code and recognized a gain on
the forgiveness of indebtedness of $1,143,000 due to settling certain claims
with creditors. This gain has been recorded as an extraordinary item in the
accompanying supplemental consolidated statement of income for 1994.

5. LONG-TERM OBLIGATIONS AND LINES OF CREDIT

Long-term obligations consisted of the following at April 30, 1995 and 1996
(in thousands):

<TABLE>
<CAPTION>
1995 1996
------ -------
<S> <C> <C>
Mortgage notes payable, interest at rates from 3.0% to
6.88%, payable in monthly installments, maturing 2003 to
2011.................................................... $ -- $ 2,510
Notes payable to banks, interest at rates from 7.23% to
9.75%, payable in monthly installments, maturing 1997 to
2005.................................................... -- 841
Notes payable, interest at 8.0%, payable in monthly in-
stallments through 2000................................. 497 390
Mortgage note payable, interest at LIBOR plus 2.5%,
payable in monthly installments through 2002............ -- 139
Notes payable from Pooled Entities repaid subsequent to
year end................................................ 64 1,601
Other notes payable...................................... 1,537 1,485
------ -------
2,098 6,966
Less current portion..................................... (987) (1,101)
------ -------
$1,111 $ 5,865
====== =======
</TABLE>

The aggregate future maturities of long-term obligations (excluding future
cash outflows for interest) outstanding at April 30, 1996 are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDING
APRIL 30,
-----------
<S> <C>
1997................................................ $1,101
1998................................................ 958
1999................................................ 813
2000................................................ 634
2001................................................ 512
Thereafter........................................... 2,948
------
$6,966
======
</TABLE>

Certain equipment and manufacturing facilities are pledged as collateral
under the mortgage notes payable. Notes payable to banks are secured by life
insurance policies on a member of management.

LINES OF CREDIT

At April 30, 1996, the Company had an unsecured revolving credit facility of
$25,000,000 and secured credit facilities totaling $1,748,000 (the
"Revolvers") for working capital and other general corporate purposes.
Borrowings under the Revolvers bear interest at rates ranging from LIBOR plus
1.5%, (6.22% at April 30, 1996) to the prime rate plus 1.0% (9.25% at April
30, 1996) and includes a commitment fee on the daily unused balance. The
weighted average interest rate for borrowings outstanding under the Revolvers
during 1996 was approximately 8.4%. Interest is payable monthly and the
Revolvers are renewable on an annual basis. Total borrowings outstanding under
the Revolvers were $1,143,000 at April 30, 1996.

F-11
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The terms of the Revolvers require the Company, among other things, to
maintain minimum amounts of working capital, net worth, ratio of net worth to
liabilities, debt coverage, and quarterly profits, to limit the amount of
capital expenditures, and to limit the payment of any dividends in the event
of noncompliance with the terms of the Revolvers.

6. STOCK OPTIONS

The Company maintains a stock option plan under which incentive stock
options, as well as nonqualified options and other stock-based awards may be
granted to officers, employees, and directors. A total of 6,000,000 common
shares have been reserved for issuance under the plan subject to certain
limitations, as defined. No options may be exercisable for a year from the
date of grant, and the Compensation Committee of the Board of Directors may
determine when and in what amounts options thereafter become exercisable. The
Company also adopted a stock option plan providing for the granting of options
to purchase shares of common stock to each non-employee director. A total of
600,000 common shares have been reserved for issuance under the plan. Stock
options issued under the plans provide for the purchase of common stock at the
fair market value of the stock at the date of grant. The following summarizes
the stock option transactions under the stock option plans for 1995 and 1996
and the three months ended July 31, 1996:

<TABLE>
<CAPTION>
OPTION PRICE
SHARES PER SHARE
--------- ------------
<S> <C> <C>
Options outstanding, April 30, 1994............... -- $ --
Granted......................................... 1,255,748 3.50
Canceled........................................ (8,774) 3.50
--------- ------------
Options outstanding, April 30, 1995............... 1,246,974 3.50
Granted......................................... 628,608 4.84-11.46
Exercised....................................... (11,736) 3.50
Canceled........................................ (13,026) 3.50-5.67
--------- ------------
Options outstanding, April 30, 1996............... 1,850,820 3.50-11.46
Granted......................................... 422,500 13.19-19.06
Exercised....................................... (7,206) 3.50-5.67
Canceled........................................ (1,692) 3.50-5.67
--------- ------------
Options outstanding, July 31, 1996 (Unaudited).... 2,264,422 $ 3.50-19.06
========= ============
</TABLE>

The stock options outstanding at April 30, 1996 vest in annual increments
through April 2000.

7. LEASE COMMITMENTS

The Company has entered into various operating leases for buildings and
office equipment. Rental expense under these leases was $457,000, $664,000,
and $602,000 for 1994, 1995, and 1996, respectively.

At April 30, 1996, future minimum lease payments under noncancelable
operating leases were not significant.

8. LITIGATION

The Company is party to certain legal proceedings incidental to its
business. The ultimate disposition of such matters presently cannot be
determined but will not, in the opinion of management, based in part on the
advice of legal counsel, have a material adverse effect on the Company's
financial position or results of operations.

F-12
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In January 1996, the Company was awarded a judgment in a patent infringement
suit in the United States District Court for the Northern District of Iowa at
Sioux City, Iowa in which the jury found the defendant manufacturer and
distributor of towing equipment willfully infringed both the Company's
underlift parallel linkage and L-arm patents and that the common owner of the
manufacturer and distributor induced the infringement. The judgment was paid
to the Company in August 1996 in the amount of approximately $1.8 million,
which included enhanced damages for willfulness and pre- and post-judgment
interest and a broad permanent injunction against future infringement by the
defendants. Defendants were not granted a license to use the Company's L-arm
technology. With this payment, both the Company and the defendants withdrew
their appeals and the judgment, therefore, became a final judgment.

During the year ended April 30, 1995, Vulcan reached an agreement to settle
its patent infringement litigation against another towing equipment
manufacturer. As part of the settlement, Vulcan received $600,000 in cash from
the manufacturer in June 1995. The settlement amount, net of expenses related
thereto, has been recorded in other income in the accompanying supplemental
consolidated statement of income in 1995.

9. INCOME TAXES

Effective August 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109") using the cumulative catch-up method. SFAS 109 requires the recognition
of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial and tax bases using
currently enacted tax rates in effect for the year in which the differences
are expected to reverse. The cumulative effect of adopting SFAS 109 resulted
in a net credit to income of $781,000 in 1994.

Prior to the Reorganization, Century Holdings had filed a consolidated
federal tax return with MGI and, as agreed, current and deferred federal
income taxes were allocated to Century Holdings as if Century Holdings were
filing a separate tax return. Since the acquisition of Century Holdings by
MGI, no current taxes have been paid to MGI by Century Holdings. In connection
with the Reorganization, Century Holdings issued the $1,736,000 Tax Note
payable to MGI which represented the cumulative amount of Century Holdings'
allocated current federal income taxes which would have been payable on a
separate company basis. The Tax Note payable to MGI was repaid in 1995 with a
portion of the proceeds from the initial public offering.

The provision for income taxes consisted of the following for 1994, 1995,
and 1996 (in thousands):

<TABLE>
<CAPTION>
1994 1995 1996
------ ------ ------
<S> <C> <C> <C>
Current:
Federal........................................... $1,150 $2,890 $3,654
State............................................. 197 533 541
Foreign........................................... -- -- 124
------ ------ ------
1,347 3,423 4,319
------ ------ ------
Deferred:
Federal........................................... 133 112 388
State............................................. 32 28 (11)
Foreign........................................... -- -- (4)
------ ------ ------
165 140 373
------ ------ ------
$1,512 $3,563 $4,692
====== ====== ======
</TABLE>

F-13
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The principal differences between the federal statutory tax rate and the
consolidated effective tax rate for 1994, 1995, and 1996 were as follows:

<TABLE>
<CAPTION>
1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Federal statutory tax
rate................... 34.0 % 34.0 % 34.0 %
State taxes, net of fed-
eral tax benefit....... 4.0 4.0 4.0
Other................... (3.4) (1.6) (1.2)
---- ---- ----
Effective tax rate...... 34.6 % 36.4 % 36.8 %
==== ==== ====
</TABLE>

Deferred income taxes and liabilities for 1995 and 1996 reflect the impact
of temporary differences between the amounts of assets and liabilities for
financial reporting and income tax reporting purposes. Temporary differences
and carryforwards which give rise to deferred tax assets and liabilities at
April 30, 1995 and 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
1995 1996
------ ------
<S> <C> <C>
Deferred tax assets:
Reserves--receivables and inventory...................... $ 324 $ 245
Accruals and reserves.................................... 807 1,051
Inventory................................................ 341 25
Net operating loss carryforwards......................... 93 --
Tax credit carryforwards................................. 142 127
Other.................................................... 8 74
------ ------
Gross deferred tax assets.............................. 1,715 1,522
------ ------
Deferred tax liabilities:
Property, plant, and equipment........................... 660 998
Litigation settlement.................................... 228 --
Other.................................................... -- 7
------ ------
Gross deferred tax liabilities......................... 888 1,005
------ ------
Net deferred tax asset..................................... $ 827 $ 517
====== ======
</TABLE>

In management's opinion, the net deferred tax asset will be realized through
the recognition of taxable income in future periods.

10. PREFERRED STOCK

The Company has authorized 5,000,000 shares of undesignated preferred stock
which can be issued in one or more series. The terms, price, and conditions of
the preferred shares will be set by the Board of Directors. No shares have
been issued.

11. 401(K) PLAN

During 1996, the Company established a contributory retirement plan (the
"401(k) Plan") for all full-time employees with at least one year of service.
The 401(k) Plan is designed to provide tax-deferred income to the Company's
employees in accordance with the provisions of Section 401(k) of the Internal
Revenue Code.

The 401(k) Plan provides that each participant may contribute up to 15% of
his or her salary. The Company matches 25% of the first 4% of participant
contributions. Matching contributions vest over a period of five years.

F-14
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
All funds contributed by the participants are immediately vested. Under the
terms of the 401(k) Plan, the Company may also make discretionary profit
sharing contributions. Profit sharing contributions are allocated among
participants based on their annual compensation. Each participant has the
right to direct the investment of his or her funds among certain named
investment options.

Upon death, disability, retirement, or the termination of employment,
participants may elect to receive periodic or lump-sum payments. Additionally,
amounts may be withdrawn in cases of demonstrated hardship. Company
contributions to the 401(k) Plan were not significant in 1996.

12. SEGMENT INFORMATION

The Company's operations involve a single industry segment--the design,
manufacture, and sale of towing and recovery equipment. Substantially all
revenues result from the sale of towing and recovery equipment, either with or
without a chassis, and the related parts and accessories. All significant
intercompany revenues and expenses are eliminated in computing net sales and
operating income. Prior to fiscal 1996, the Company operated exclusively in
the United States. A summary of the Company's operations by geographic area
for fiscal 1996 is presented below (in thousands):

<TABLE>
<CAPTION>
UNITED STATES EUROPE CONSOLIDATED
------------- ------- ------------
<S> <C> <C> <C>
Net sales.............................. $159,395 $ 4,415 $163,810
Income from operations................. 12,355 476 12,831
Identifiable assets.................... 101,230 12,775 114,005
</TABLE>

No single customer accounted for more than 10% of net sales during 1994,
1995, and 1996.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statements of Financial Accounting Standards Nos. 107 and 119 require
disclosure about fair value of all financial instruments. The carrying values
of cash and temporary investments, accounts receivable, accounts payable, and
accrued liabilities are reasonable estimates of their fair values because of
the short maturity of these financial instruments. The carrying value of long-
term obligations is a reasonable estimate of its fair value based on the rates
available for obligations with similar terms and maturities.

F-15
<PAGE>

MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of the unaudited quarterly financial information
for the years ended April 30, 1995 and 1996, and the three months ended July
31, 1996 (in thousands, except per share data):

<TABLE>
<CAPTION>
INCOME
PER COMMON
INCOME BEFORE SHARE BEFORE NET INCOME
NET GROSS EXTRAORDINARY EXTRAORDINARY NET PER COMMON
SALES PROFIT ITEMS ITEMS(1) INCOME SHARE(1)
-------- ------- ------------- ------------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Year ended April 30,
1995:
First Quarter......... $ 25,959 $ 4,703 $ 999 $0.08 $ 999 $0.08
Second Quarter........ 30,556 5,762 1,559 0.08 1,847 0.09
Third Quarter......... 33,542 6,368 1,953 0.10 1,953 0.10
Fourth Quarter........ 35,842 5,519 1,714 0.08 1,714 0.08
-------- ------- ------ ----- ------ -----
Total............... $125,899 $22,352 $6,225 $0.33 $6,513 $0.35
======== ======= ====== ===== ====== =====
Year ended April 30,
1996:
First Quarter......... $ 36,494 $ 5,726 $1,474 $0.07 $1,474 $0.07
Second Quarter........ 39,363 6,627 2,034 0.10 2,034 0.10
Third Quarter......... 42,082 7,325 2,302 0.11 2,302 0.11
Fourth Quarter........ 45,871 7,765 2,245 0.09 2,245 0.09
-------- ------- ------ ----- ------ -----
Total............... $163,810 $27,443 $8,055 $0.37 $8,055 $0.37
======== ======= ====== ===== ====== =====
Three Months Ended July
31, 1996:
First Quarter......... $ 49,339 $ 8,234 $2,629 $0.11 $2,629 $0.11
======== ======= ====== ===== ====== =====
</TABLE>
- --------
(1) The sum of quarterly per share amounts may differ from annual earnings per
share.

15. RECLASSIFICATIONS

Certain reclassifications have been made to prior years' financial
information to conform with the 1996 presentation.

F-16
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-
SENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
SHAREHOLDERS OR ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPEC-
TUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IM-
PLICATION THAT THERE HAS BEEN NON CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

-----------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary...................................................... 3
Risk Factors............................................................ 6
Recent Developments..................................................... 9
Use of Proceeds......................................................... 9
Capitalization.......................................................... 10
Selected Consolidated Financial Information............................. 11
Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................... 12
Business................................................................ 17
Management.............................................................. 27
Principal and Selling Shareholders...................................... 29
Underwriting............................................................ 33
Legal Matters........................................................... 34
Experts................................................................. 34
Incorporation of Certain Information by Reference....................... 34
Available Information................................................... 34
Index to Supplemental Consolidated Financial Statements................. 36
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

3,365,685 SHARES

[LOGO OF MILLER INDUSTRIES, INC. APPEARS HERE]

COMMON STOCK

--------------

PROSPECTUS

--------------

BEAR, STEARNS & CO. INC.

J.C. BRADFORD & CO.

MONTGOMERY SECURITIES

THE ROBINSON-HUMPHREY COMPANY, INC.

, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND REGISTRATION.

The expenses of the Registrant in connection with the registration and
distribution of the securities being registered are set forth in the following
table. All of the amounts shown are estimated except for the registration fees
of the Securities and Exchange Commission:

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............ $ 22,872
--------
Legal Fees and Expenses........................................ 80,000
--------
Accounting Fees and Expenses................................... 80,000
--------
Blue Sky Fees and Expenses..................................... 10,000
--------
NASD Filing Fee................................................ 8,048
--------
Printing Expenses.............................................. 80,000
--------
Travel and Miscellaneous....................................... 118,080
--------
Transfer Agent and Registrar Fees.............................. 1,000
--------
Total......................................................... $400,000
========
</TABLE>

All costs, expenses and fees in connection with the registration of the
Shares offered hereby will be borne by the Company. Underwriting discounts and
commissions attributable to the sale of Shares will be borne by the Selling
Shareholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Tennessee Business Corporation Act (the "TBCA") authorizes corporations
to limit or eliminate the personal liability of directors to corporations and
their shareholders for monetary damages for breaches of certain of the
directors' fiduciary duties. In general, the duty of care requires that a
director exercise his judgment in good faith on an informed basis, and in a
manner he reasonably believes to be in the best interests of the corporation.
Absent the limitations now authorized by the TBCA, directors are accountable
to corporations and their shareholders for monetary damages only for conduct
constituting gross negligence in the exercise of their duty of care. Although
the statute does not change the directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as
injunction or rescission.

The Charter of the Company limits the liability of directors (in their
capacity as directors but not in their capacity as officers) to the Company or
its shareholders to the fullest extent permitted by the laws of the State of
Tennessee, as so amended. Specifically, a director of the Company will not be
personally liable to the Company or its shareholders for monetary damages for
breach of such director fiduciary duty as a director, except for liability for
(i) any breach of the director's duty of loyalty, (ii) any acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) unlawful distributions, or (iv) receipt of an improper
personal benefit. The Charter provides that if the TBCA is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director to the Company will
be eliminated or limited to the fullest extent permitted by the law, as so
amended.

The inclusion of this provision in the Charter may have the effect of
reducing the likelihood of derivative litigation against directors and may
discourage or deter shareholders or management from bringing a lawsuit against
directors for breach of their duty of care, even though such an action, if
successful, might otherwise have benefited the Company and its shareholders.

II-1
<PAGE>

ITEM 16. EXHIBITS.

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1 Form of Underwriting Agreement.
4.1 Charter of the Registrant, as amended.
4.2 Bylaws (included as Exhibit 3.2 to the Registrant's Form S-1
Registration Statement, dated August 1994, File No. 33-79430,
previously filed with the Commission and incorporated herein by
reference).
5 Opinion of Kilpatrick & Cody, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kilpatrick & Cody, L.L.P. (included in Exhibit 5).
23.3 Consent of Haddox Reid Burkes & Calhoun PLLC.
24 Power of Attorney (set forth on signature page).
27 Financial Data Schedule.
</TABLE>

ITEM 17. UNDERTAKINGS.

The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Atlanta, State of Georgia, on
October 15, 1996.

MILLER INDUSTRIES, INC.

/s/ William G. Miller
By: _________________________________
William G. Miller
Chairman and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William G. Miller and Frank Madonia, jointly
and severally, his attorneys-in-fact, each with power of substitution for him
in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with the exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
hereby ratifying and confirming all that each of said attorneys-in-fact, or
his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 15th day of October, 1996.

SIGNATURES TITLE
- ---------- -----
/s/ William G. Miller Chairman of the Board of Directors
___________________________________________ and Chief Executive Officer
William G. Miller (Principal Executive Officer)
/s/ Jeffrey I. Badgley President, Chief Operating Officer
___________________________________________ and Director
Jeffrey I. Badgley
/s/ Adam L. Dunayer Vice President, Treasurer and
___________________________________________ Chief Financial Officer
Adam L. Dunayer (Principal Financial and
/s/ A. Russell Chandler, III Accounting Officer) Director
___________________________________________
A. Russell Chandler, III
/s/ Paul E. Drack Director
___________________________________________
Paul E. Drack

/s/ Stephen A. Furbacher Director
___________________________________________
Stephen A. Furbacher
/s/ H. Patrick Mullen Director
___________________________________________
H. Patrick Mullen

/s/ Richard H. Roberts Director
___________________________________________
Richard H. Roberts

II-3
<PAGE>

EXHIBIT INDEX

<PAGE>

EXHIBIT 1

3,365,685 Shares of Common Stock

MILLER INDUSTRIES, INC.

UNDERWRITING AGREEMENT
----------------------

__________ ___, 1996

BEAR, STEARNS & CO. INC.
J.C. BRADFORD & CO.
MONTGOMERY SECURITIES
THE ROBINSON-HUMPHREY COMPANY, INC.
As Representatives of the
several Underwriters named in
Schedule II attached hereto
c/o Bear, Stearns & Co.
55 Water Street
New York, New York 10041

Dear Sirs:

Miller Industries, Inc., a Tennessee corporation (the "Company"),
proposes to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") for whom you are acting as the representatives (the
"Representatives") 1,000,000 shares of common stock, par value $.01 per share,
of the Company (the "Common Stock"), and the selling shareholders listed on
Schedule II attached hereto (the "Selling Shareholders") propose to sell to the
- -----------
Underwriters an additional 2,365,685 shares of Common Stock, which aggregate of
3,365,685 shares of Common Stock is herein referred to as the "Firm Shares."
In addition, for the sole purpose of over-allotments in connection with the sale
of the Firm Shares, the Company proposes to issue and sell
<PAGE>

to the Underwriters, at the option of the Underwriters, up to an additional
504,852 shares of Common Stock (the "Additional Shares"). The Underwriters
agree that the Additional Shares may be sold by the Company and/or the Selling
Shareholders named for such purpose in the Registration Statement under the
caption "Principal and Selling Shareholders." The Firm Shares and any
Additional Shares purchased by the Underwriters are herein referred to as the
"Shares." The Shares are more fully described in the Registration Statement
referred to below.

1. Representations and Warranties of the Company and the Selling
-------------------------------------------------------------
Shareholders. A. The Company represents and warrants to, and agrees with, the
- ------------
several Underwriters (and, with respect to Section 1A.(b), the Selling
Shareholders warrant to, and agree with, the several Underwriters) that:

(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement, and may have filed an
amendment or amendments thereto, on Form S-3 (No. 333-_____), for the
registration of the Shares under the Securities Act of 1933, as amended (the
"Act"). The Company will not, without your prior consent, file any other
amendment thereto or make any change in the form of final prospectus included
therein prior to the time it is first filed pursuant to Rule 424(b) of the Rules
and Regulations of the Commission under the Act (the "Regulations"). As used in
this Agreement, the term "Registration Statement" means such registration
statement, including the prospectus, financial statements, exhibits and all
other documents filed as a part thereof, when it shall become effective; the
term "preliminary prospectus" as used herein means a preliminary prospectus as
described in Rule 430 of the Regulations; the term "Prospectus" means: (i) if
the Company relies on Rule 434 under the Act, the Term Sheet relating to the
Shares that is first filed pursuant to Rule 424(b)(7) under the Act, together
with the preliminary prospectus identified therein that such Term Sheet
supplements; (ii) if the Company does not rely on Rule 434 under the Act, the
prospectus first filed with the Commission pursuant to Rule 424(b) under the
Act; or (iii) if the Company does not rely on Rule 434 under the Act and if no
prospectus is required to be filed pursuant to Rule 424(b) under the Act, the
prospectus included in the Registration Statement; and the term "Term Sheet"
means any term sheet that satisfies the requirements of Rule 434 under the Act.
Any reference to the "date" of a Prospectus that includes a Term Sheet shall
mean the date of such Term Sheet.

(b) The Company has complied in all material respects with the
requirements of the Act and the Regulations, and when the Registration Statement
shall become effective, when any amendment to the Registration Statement becomes
effective, when the Prospectus or any Term Sheet that is a part thereof or any
amendment or supplement to the Prospectus is first filed with the Commission
pursuant to Rule 424(b) of the Regulations (or, if the Prospectus or

2
<PAGE>

part thereof or such amendment or supplement is not required to be so filed,
when the Registration Statement or the amendment thereto containing such
amendment or supplement to the Prospectus was or is declared effective) and at
the Closing Date and the Additional Closing Date, if any (as hereinafter
respectively defined), the Registration Statement and the Prospectus and any
amendments thereof and supplements thereto will comply in all material respects
with the applicable provisions of the Act and the Regulations and will not
contain an untrue statement of a material fact and will not omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading. The Commission has not issued any order
preventing or suspending the use of any preliminary prospectus, and each
preliminary prospectus, at the time of filing thereof with the Commission
(whether filed as part of the registration statement for the registration of the
Shares or any amendment thereto or pursuant to Rule 424(a) of the Regulations)
and when any amendment thereof or supplement thereto was first filed with the
Commission, such preliminary prospectus and any amendments thereof and
supplements thereto complied in all material respects with the applicable
provisions of the Act and the Regulations and did not contain an untrue
statement of a material fact and did not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. No representation and warranty is made in this subsection (b),
however, with respect to any information contained in or omitted from the
Registration Statement or the Prospectus or any related preliminary prospectus
or any amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of any Underwriter through you as herein stated for use in connection with the
preparation thereof.

(c) The consolidated financial statements and the related notes of
the Company included in the Registration Statement and the Prospectus present
fairly the financial position, results of operations and cash flows of the
Company and its subsidiaries, at the dates and for the periods to which they
relate, and have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods indicated. The
other financial statements and schedules included in or as schedules to the
Registration Statement conform to the requirements of the Act and the
Regulations and present fairly the information presented therein for the periods
shown. The financial and statistical data set forth in the Prospectus under the
captions "Prospectus Summary," "Use of Proceeds, "Capitalization," "Selected
Consolidated Financial Information," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business," "Management" and
"Principal and Selling Shareholders" fairly presents the information set forth
therein on the basis stated in the Prospectus. Arthur Andersen, LLP, whose
report is filed with the Commission as

3
<PAGE>

a part of the Registration Statement, are independent public accountants with
regard to the Company as required by the Act and the Regulations.

(d) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as set forth in
the Registration Statement and the Prospectus, there has not been any material
adverse change in the business, prospects, properties, operations, condition
(financial or other) or results of operations of the Company and its
subsidiaries taken as a whole, whether or not arising from transactions in the
ordinary course of business, and since the date of the latest balance sheet
included in the Registration Statement and the Prospectus, neither the Company
nor any of its subsidiaries has incurred or undertaken any liabilities or
obligations, direct or contingent, which are material to the Company and its
subsidiaries taken as a whole, except for liabilities or obligations which were
incurred or undertaken in the ordinary course of business or are reflected in
the Registration Statement and the Prospectus.

(e) This Agreement has been duly and validly authorized, executed
and delivered by the Company and is a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except to
the extent that rights to indemnity hereunder may be limited by federal or state
securities laws or the public policy underlying such laws.

(f) The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will not (i) conflict
with or result in a breach of any of the terms and provisions of, or constitute
a default (or an event which with notice or lapse of time, or both, would
constitute a default) or require consent under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries, pursuant to the terms of any material
agreement, instrument, franchise, license or permit to which the Company or any
of its subsidiaries is a party or by which any of such corporations or their
respective properties or assets may be bound or (ii) violate or conflict with
any provision of the charter or bylaws of the Company or any of its subsidiaries
or any judgment, decree, order, statute, rule or regulation of any court or any
public, governmental or regulatory agency or body having jurisdiction over the
Company or any of its subsidiaries or any of their respective properties or
assets. No consent, approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or any public,
governmental or regulatory agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their respective properties or assets is
required for the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby, including the issuance,
sale and delivery of the Shares to be issued, sold and delivered by the Company

4
<PAGE>

hereunder, except the registration under the Act of the Shares and such
consents, approvals, authorizations, orders, registrations, filings,
qualifications, licenses and permits as may be required by the National
Association of Securities Dealers, Inc. (the "NASD"), the New York Stock
Exchange (the "NYSE") or under state securities or Blue Sky laws in connection
with the purchase and distribution of the Shares by the Underwriters.

(g) The Company had, at July 31, 1996, an authorized and
outstanding capitalization as set forth in the Registration Statement and the
Prospectus. All of the outstanding shares of Common Stock including the Shares
to be sold by the Selling Shareholders hereunder are duly and validly authorized
and issued, are fully paid and nonassessable and were not issued in violation of
or subject to any preemptive rights. The Shares to be sold by the Company
hereunder have been duly and validly authorized and, when delivered and sold in
accordance with this Agreement, will be duly and validly issued and outstanding,
fully paid and nonassessable, and will not have been issued in violation of or
subject to any preemptive rights. Except for certain incidental registration
rights granted in connection with the acquisitions of Vulcan International, Inc.
and C.A.S. Properties, LLC, neither the filing of the Registration Statement nor
the offer or sale of the Shares as contemplated by this Agreement gives rise to
any rights for or relating to the registration of any shares of Common Stock or
other securities of the Company. The Underwriters will receive good and
marketable title to the Shares to be issued and delivered hereunder by the
Company, free and clear of all liens, encumbrances, claims, security interests,
restrictions, shareholders' agreements and voting trusts whatsoever. The Common
Stock, the Firm Shares and the Additional Shares conform to the descriptions
thereof contained in the Registration Statement and the Prospectus.

(h) Each of the Company and its subsidiaries has been duly
organized and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation. Each of the Company and its
subsidiaries is duly qualified and in good standing as a foreign corporation in
each jurisdiction in which the character or location of its properties (owned,
leased or licensed) or the nature or conduct of its business makes such
qualification necessary, except for those failures to be so qualified or in good
standing which will not in the aggregate have a material adverse effect on the
Company and its subsidiaries taken as a whole. Each of the Company and its
subsidiaries has all requisite power and authority, and all necessary consents,
approvals, authorizations, orders, registrations, qualifications, licenses and
permits of and from all public, regulatory or governmental agencies and bodies,
in each case as material to the conduct of the respective businesses in which
they are engaged, to own, lease and operate its

5
<PAGE>

properties and conduct its business as now being conducted and as described in
the Registration Statement and the Prospectus.

(i) The issued and outstanding capital stock of each subsidiary of
the Company has been duly and validly issued and is fully paid and nonassessable
and free of preemptive rights and, except as disclosed in the Company's
consolidated financial statements included in the Prospectus, is owned directly
or indirectly by the Company, free and clear of any lien, encumbrance, claim,
security interest, restriction on transfer, shareholders' agreement, voting
trust or other defect of title whatsoever. Neither the Company nor any of its
subsidiaries is a partner or joint venturer in any partnership or joint venture.

(j) There is not pending or, to the knowledge of the Company,
threatened any action, suit, proceeding or investigation to which the Company,
any of its subsidiaries or any of their officers or directors is a party, or to
which the properties or business of the Company or any of its subsidiaries is
subject, before or brought by any court or any public, regulatory or
governmental agency or body which, if resolved against the Company or such
subsidiary, individually or, to the extent involving related claims or issues,
in the aggregate, could have a material adverse effect on the condition
(financial or otherwise), prospects, net worth or results of operations of the
Company and its subsidiaries taken as a whole.

(k) There are no contracts or other documents required by the Act
or the Regulations to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement which have
not been described or filed as required.

(l) The Company and each of its subsidiaries have good and
marketable title to all real and material personal property owned by them, free
and clear of all liens, charges, encumbrances or defects except (i) those
described in the Notes to the Company's consolidated financial statements
contained in the Prospectus and (ii) liens that are immaterial in character,
amount and extent and which do not detract from the value or interfere with the
present or proposed use of the properties. The real and personal property and
buildings referred to in the Prospectus which are leased from others by the
Company are held under valid, subsisting and enforceable leases. The Company or
its subsidiaries owns or leases all such properties as are necessary to its
operations as now conducted.

(m) The Company's system of internal accounting controls taken as
a whole is sufficient to meet the broad objectives of internal accounting
control insofar as those objectives pertain to the prevention or detection of
errors or irregularities in amounts that would be material in relation to the
Company's

6
<PAGE>

financial statements; and neither the Company nor any of its subsidiaries nor
any employee or agent of the Company or any subsidiary has made any payment of
funds of the Company or any subsidiary or received or retained any funds in
violation of any law, rule or regulation.

(n) The Company and its subsidiaries have filed all federal, state
and local income and franchise tax returns required to be filed through the date
hereof and have paid all taxes shown as due thereon, except where the failure to
file such returns and pay such taxes would not have an adverse effect on the
financial condition or results of operations of the Company and its subsidiaries
taken as a whole; and there is no tax deficiency that has been, nor does the
Company or any subsidiary have knowledge of any tax deficiency that is likely to
be, asserted against the Company or its subsidiaries, which if determined
adversely could materially and adversely affect the condition (financial or
otherwise), prospects, net worth or results of operations of the Company and its
subsidiaries taken as a whole.

(o) The Company and its subsidiaries operate their business in
conformity in all material respects with all applicable statutes, common laws,
ordinances, decrees, orders, rules and regulations of governmental bodies. The
Company and its subsidiaries are not aware of any existing or imminent matter
that may adversely affect their operations or business prospects other than as
specifically disclosed in the Prospectus.

(p) Neither the Company nor any of its subsidiaries has failed to
file with the applicable regulatory authorities any statement, report,
information or form required by any applicable law, regulation or order where
the failure to file the same would have a material adverse effect on the Company
and its subsidiaries taken as a whole; all such filings or submissions were in
material compliance with applicable laws when filed and no material deficiencies
have been asserted by any regulatory commission, agency or authority with
respect to such filings or submissions. Neither the Company nor any of its
subsidiaries has failed to maintain in full force and effect any material
license or permit necessary or proper for the conduct of its business, or
received any notification that any revocation or limitation thereof is
threatened or pending, and, except as disclosed in the Prospectus, there is not,
to the Company's knowledge, pending any change under any law, regulation,
license or permit which could materially and adversely affect its business,
operations, property or business prospects. Neither the Company nor any of its
subsidiaries have received any notice of violation of or been threatened with a
charge of violating, and to the Company's knowledge are not under investigation
with respect to a possible violation of, any provision of any law, regulation or
order.

7
<PAGE>

(q) No labor dispute exists with the Company's employees or with
employees of its subsidiaries or is imminent which could materially and
adversely affect the Company or any of its subsidiaries. The Company is not
aware of any existing or imminent labor disturbance by its employees or by any
employees of its subsidiaries which could be expected to materially and
adversely affect the condition (financial or otherwise), prospects, net worth or
results of operations of the Company and its subsidiaries taken as a whole.

(r) Except as disclosed in the Prospectus, the Company and its
subsidiaries own or possess, or can acquire on reasonable terms, the patents,
licenses, copyrights, trademarks, service marks and trade names presently
employed by them in connection with the businesses now operated by them, and
neither the Company nor any of its subsidiaries has received any notice of
infringement of or conflict with asserted rights of others with respect to any
of the foregoing which, alone or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in any material adverse
change in the condition (financial or otherwise), prospects, net worth or
results of operations of the Company and its subsidiaries taken as a whole.

(s) Neither the Company nor any of its subsidiaries, nor any of
the directors, officers, employees or agents of the Company and its subsidiaries
have taken and will not take, directly or indirectly, any action designed to
cause or result in, or which has constituted or which might be expected to
constitute, stabilization or manipulation of the price of the Common Stock.

(t) The Company is not, and after giving effect to the issuance of
the Shares will not be, an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, and the Company is not, nor will be
subject to regulation under said act.

(u) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198,
An Act Relating to Disclosure of Doing Business with Cuba, and the Company
further agrees that if it commences engaging in business with the government of
Cuba or with any person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective with the Commission or
with the Florida Department of Banking and Finance (the "Department"), whichever
date is later, or if the information reported in the Prospectus, if any,
concerning the Company's business with Cuba or with any person or affiliate
located in Cuba changes in any material way, the Company will provide the
Department notice of such business or change, as appropriate, in a form
acceptable to the Department.

8
<PAGE>

(v) The Company and each of its subsidiaries is insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged; neither the Company nor any subsidiary has been refused any
insurance coverage sought or applied for; and neither the Company nor any
subsidiary has actual knowledge that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business at a
cost that would not materially and adversely change or affect the condition,
financial or otherwise, of the Company and its subsidiaries taken as a whole,
except as described in or contemplated by the Prospectus.

(w) No subsidiary of the Company is currently prohibited, directly
or indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring
any of such subsidiary's property or assets to the Company or any other
subsidiary of the Company, except as described in or contemplated by the
Prospectus.

(x) Neither the Company nor any of its subsidiaries is in
violation of any federal or state law or regulation relating to occupational
safety and health or to the storage, handling or transportation of hazardous or
toxic material and the Company and each subsidiary has received all permits,
licenses or other approvals required of them under applicable federal and state
occupational safety and health and environmental laws and regulations to conduct
their respective businesses, and the Company and each subsidiary is in
compliance with all the terms and conditions of any such permit, license or
approval, except any such violation of law or regulation, failure to receive
required permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals which would not,
singly or in the aggregate, result in a material adverse change in or affecting
the condition, fin financial or otherwise, of the Company and its Subsidiaries
taken as a whole, except as described in or contemplated by the Prospectus.

B. Each of the Selling Shareholders severally, and not jointly,
represents and warrants to, and agrees with, the several Underwriters (except
with respect to paragraph (h) as to which only William G. Miller represents and
warrants) that:

(a) The execution, delivery and performance of this Agreement by
such Selling Shareholder and the consummation of the transactions contemplated
hereby will not (i) conflict with or result in the breach of any of the terms
and provisions of, or constitute a default (or an event which with notice or
lapse of time, or both,

9
<PAGE>

would constitute a default) or require consent under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
such Selling Shareholder pursuant to the terms of any material agreement,
instrument, franchise, license or permit to which such Selling Shareholder is a
party or by which such Selling Shareholder or any of such Selling Shareholder's
properties or assets may be bound, or (ii) violate or conflict with any
judgment, decree, order, statute, rule or regulation of any court or any public,
governmental or regulatory agency or body having jurisdiction over such Selling
Shareholder or such Selling Shareholder's properties or assets.

(b) Such Selling Shareholder has, and at the time of delivery of
the Shares to be sold by such Selling Shareholder will have, full legal right,
power, authority and capacity, and, except as required under the Act and state
securities and Blue Sky laws, all necessary consents, approvals, authorizations,
orders, registrations, filings, qualifications, licenses and permits of and from
all public, regulatory or governmental agencies and bodies, as are required for
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby, including the sale, assignment,
transfer and delivery of the Shares to be sold, assigned, transferred and
delivered by such Selling Shareholder hereunder.

(c) This Agreement has been duly and validly authorized, executed
and delivered by such Selling Shareholder and is a valid and binding obligation
of such Selling Shareholder, enforceable against such Selling Shareholder in
accordance with its terms, except to the extent that rights to indemnity
hereunder may be limited by applicable federal or state securities laws or the
public policy underlying such laws.

(d) Such Selling Shareholder has good, valid and marketable title
to the Shares to be sold by such Selling Shareholder pursuant to this Agreement,
free and clear of all liens, encumbrances, claims, security interests,
restrictions on transfer, shareholders' agreements, voting trusts and other
defects in title whatsoever, with full power to deliver such Shares hereunder,
and, upon the delivery of and payment for such Shares as herein contemplated,
each of the Underwriters will receive good, valid and marketable title to the
Shares purchased by it from such Selling Shareholder, free and clear of all
liens, encumbrances, claims, security interests, restrictions on transfer,
shareholders' agreements, voting trusts and other defects in title whatsoever.

(e) Such Selling Shareholder has not taken and will not take,
directly or indirectly, any action which has constituted or which was designed
to constitute or which might be reasonably expected to cause or result in
stabilization or

10
<PAGE>

manipulation of the price of the shares of Common Stock. Such Selling
Shareholder has not distributed and will not distribute any prospectus or other
offering material in connection with the offer and sale of the Shares other than
a preliminary prospectus, Prospectus or other materials permitted by the Act.

(f) At the time the Registration Statement becomes effective (i)
such statements in the Registration Statement and any amendments and supplements
thereto as are made in reliance upon and in conformity with written information
furnished to the Company by such Selling Shareholder specifically for use
therein will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and (ii) such statements in the Prospectus as
are made in reliance upon and in conformity with written information furnished
to the Company by such Selling Shareholder specifically for use therein will not
include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

(g) No approval, consent, order, authorization, or filing by or
with any regulatory body, administrative or other governmental body is necessary
in connection with the execution and delivery of this Agreement by such Selling
Shareholder, and the consummation by them of the transactions herein
contemplated (other than as required by the Act, state securities laws or the
NASD).

(h) To the best knowledge of William G. Miller, a Selling
Shareholder, the representations and warranties contained in section 1A.(a) and
(c)-(x) inclusive are true and correct.

2. Purchase, Sale and Delivery of the Shares. On the basis of the
-----------------------------------------
representations, warranties, covenants and agreements herein contained, but
subject to the terms and conditions herein set forth, (i) the Company agrees to
sell to the several Underwriters and the Underwriters, severally and not
jointly, agree to purchase from the Company, at $_____ per share, the number of
Firm Shares set forth opposite the respective names of the Underwriters in
Column (1) of Schedule I hereto and (ii) the Selling Shareholders agrees to
sell to the several Underwriters and the Underwriters, severally and not
jointly, agree to purchase from each of the Selling Shareholders, at $__________
per share the number of Firm Shares set forth opposite the respective names of
the Underwriters in Column (2) of Schedule I hereto. The number of Firm Shares
to be sold by the Selling Shareholders to each Underwriter shall be the number
which bears the same proportion to the total number of Firm Shares to be sold by
the Selling Shareholders as the number of Firm Shares set forth opposite the
name of such Underwriter in Column (2) of

11
<PAGE>

Schedule I bears to the total number of Firm Shares to be sold by the Selling
Shareholders, subject to such adjustments to eliminate any fractional shares as
you in your sole discretion shall make.

Delivery of certificates, and payment of the purchase price, for the
Firm Shares shall be made at the offices of Kilpatrick & Cody, LLP, 1100
Peachtree Street, Atlanta, Georgia 30309, or such other location as may be
mutually acceptable. Such delivery and payment shall be made at 10:00 A.M., New
York time, on the third full business day after this Agreement becomes
effective, or, at the election of the Representatives, on the fourth full
business day after this Agreement becomes effective, if it becomes effective
after 4:30 P.M. New York time (unless such time and date are postponed in
accordance with the provisions of Section 9 hereof), or at such other time not
later than the seventh full business day thereafter as shall be agreed upon by
you, the Selling Shareholders and the Company. The time and date of such
delivery and payment are herein called the "Closing Date". Delivery of the
certificates for the Firm Shares shall be made to you for the respective
accounts of the several Underwriters against payment by the several Underwriters
through the Representatives of the purchase price for the Firm Shares to the
order of the Company and each of the Selling Shareholders by certified or
official bank checks payable in New York Clearing House (next day) funds.

Certificates for the Firm Shares shall be registered in such name or
names and in such authorized denominations as you may request in writing at
least two full business days prior to the Closing Date. The Company and the
Selling Shareholders will permit you to examine and package such certificates
for delivery at least one full business day prior to the Closing Date.

In addition, the Company hereby grants to the several Underwriters
the option to purchase up to 504,852 Additional Shares at the same purchase
price per share to be paid by the several Underwriters to the Company and the
Selling Shareholders for the Firm Shares as set forth in this Section 2, for the
sole purpose of covering over-allotments in the sale of Firm Shares by the
several Underwriters. This option may be exercised at any time (but not more
than once) on or before the thirtieth day following the effective date of the
Registration Statement, by written notice by you to the Company. Such notice
shall set forth the aggregate number of Additional Shares as to which the option
is being exercised and the date and time, as reasonably determined by you, when
the Additional Shares are to be delivered (such date and time being herein
sometimes referred to as the "Additional Closing Date"); provided, however, that
------------------
the Additional Closing Date shall not be earlier than the Closing Date or
earlier than the second full business day after the date on which the option
shall have been exercised nor later than the eighth full business day after the
date on which the option shall have been exercised (unless such time and date
are postponed in accordance with the provisions of Section 9 hereof).
Certificates for the Additional Shares shall be registered in such name or names
and in such authorized denominations as you may request in writing at least two
full business days prior to the Additional Closing Date. The Company will
permit you to examine and package such certificates for delivery at least one
full business day prior to the Additional Closing Date.

12
<PAGE>

The number of Additional Shares to be sold to each Underwriter shall
be the number which bears the same ratio to the aggregate number of Additional
Shares being purchased as the number of Firm Shares set forth opposite the name
of such Underwriter in Column (2) of Schedule I hereto (or such number increased
as set forth in Section 9 hereof) bears to 3,365,685, subject, however, to such
adjustments to eliminate any fractional shares as you in your sole discretion
shall make.

Payment for the Additional Shares shall be made by certified or
official bank check, in New York Clearing House (next day) funds, payable to the
order of the Company (and each of the Selling Shareholders, if any) at the
offices of Kilpatrick & Cody, LLP, 1100 Peachtree Street, Atlanta, Georgia
30309, or such other location as may be mutually acceptable, upon delivery of
the certificates for the Additional Shares to you for the respective accounts of
the Underwriters.

3. Offering. It is understood that after the Registration Statement
--------
becomes effective the several Underwriters propose to offer the Shares for sale
to the public as set forth in the Prospectus. Each of the Underwriters hereby
confirms that it is familiar with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), relating to the distribution of
Prospectuses and confirms that it has complied and will comply therewith.

4. Covenants of the Company and the Selling Shareholders. A. The
-----------------------------------------------------
Company covenants and agrees with the several Underwriters that:

(a) The Company will use its best efforts to cause the
Registration Statement and any amendment thereof to become effective
as promptly as possible and will notify you immediately (i) when the
Registration Statement and any amendments thereof become effective,
(ii) of any request by the Commission for any amendment of or
supplement to the Registration Statement or the Prospectus or for any
additional information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement
or any post-effective amendment thereto or of the initiation, or the
threatening, of any proceedings therefor, (iv) of the receipt of any
comments from the Commission, and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for that purpose. If the Commission
shall propose or enter a stop order at any time, the Company will make
every reasonable effort to prevent the issuance of any such stop order
and, if issued, to obtain the lifting of such order as soon as
possible. The Company will not file any amendment to the Registration
Statement or any amendment of or supplement to the Prospectus before
or after the effective date of the Registration Statement to

13
<PAGE>

which you shall reasonably object in writing after being timely
furnished in advance a copy thereof.

(b) If at any time when a prospectus relating to the Shares is
required to be delivered under the Act any event shall have occurred
as a result of which the Prospectus as then amended or supplemented
includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary at any time to
amend or supplement the Prospectus or Registration Statement to comply
with the Act or the Regulations, the Company will notify you promptly
and prepare and file with the Commission an appropriate amendment or
supplement (in form and substance satisfactory to you) which will
correct such statement or omission and will use its best efforts to
have any amendment to the Registration Statement declared effective as
soon as possible.

(c) The Company will promptly deliver to you two signed copies of
the Registration Statement, including exhibits and all amendments
thereto, and the Company will promptly deliver to each of the several
Underwriters such number of copies of any preliminary prospectus, the
Prospectus, the Registration Statement, and all amendments of and
supplements to such documents, if any, as you may reasonably request.

(d) The Company will endeavor in good faith, in cooperation with
you, at or prior to the time the Registration Statement becomes
effective, to qualify the Shares for offering and sale under the
securities laws relating to the offering or sale of the Shares of such
jurisdictions as you may designate and to maintain such qualification
in effect for so long as required for the distribution thereof.

(e) The Company will make generally available (within the meaning
of Section 11(a) of the Act) to its security holders and to you as
soon as practicable, but not later than 45 days after the end of its
fiscal quarter in which the first anniversary of the effective date of
the Registration Statement occurs, an earnings statement (which need
not be audited but which shall satisfy the provisions of Section 11(a)
of the Act and Rule 158 of the Regulations) covering a period of at
least twelve consecutive months beginning after the effective date of
the Registration Statement.

(f) Except pursuant to this Agreement, during a period of 90 days
from the date of the Prospectus, the Company will not, without your
prior written consent, issue, sell, offer or agree to sell, or
otherwise dispose of, directly or indirectly, any Common Stock (or any
securities convertible into, exercisable for

14
<PAGE>

or exchangeable for Common Stock, other than pursuant to existing
employee benefit plans and agreements and other existing compensation
agreements), and the Company will obtain the undertaking of each of
its officers and directors and such of its shareholders as have been
heretofore designated by you not to engage in any of the
aforementioned transactions on their own behalf, other than the
Company's sale of Shares hereunder and the Company's issuance of
Common Stock upon the exercise of presently outstanding stock options.

(g) During a period of five years from the effective date of the
Registration Statement, the Company will furnish to the
Representatives copies of (i) all reports to its shareholders; and
(ii) all reports, financial statements and proxy or information
statements filed by the Company with the Commission or any national
securities exchange.

(h) The Company will apply the proceeds from the sale of the
Shares as set forth under "Use of Proceeds" in the Prospectus.

(i) The Company will, from time to time, after the effective date
of the Registration Statement file with the Commission such reports as
are required by the Act and the Regulations and shall also file with
state securities commissions in states where the Shares have been sold
by you (as you shall have advised us in writing) such reports as are
required to be filed by the securities act and the regulations of
those states.

(j) The Company will not take, directly or indirectly, any action
designed to cause or result in, or which might constitute or
reasonably be expected to constitute, stabilization or manipulation of
the price of the shares of Common Stock.

B. Each of the Selling Shareholders covenants and agrees with the
several Underwriters that:

(a) Except pursuant to this Agreement, during a period of 90 days
from the date of the Prospectus, such Selling Shareholder will not,
without your prior written consent, sell, offer or agree to sell, or
otherwise dispose of, directly or indirectly, any shares of Common
Stock.

(b) Such Selling Shareholder will not take, directly or
indirectly, any action designed to cause or result in, or which might
constitute or reasonably be expected to constitute, stabilization or
manipulation of the price of the shares of Common Stock.

15
<PAGE>

5. Payment of Expenses. Whether or not the transactions contemplated
-------------------
in this Agreement are consummated or this Agreement is terminated, the Company
hereby agrees to pay all costs and expenses incident to the performance of the
obligations of the Company and the Selling Shareholders hereunder, including
those in connection with (i) preparing, printing, duplicating, filing and
distributing the Registration Statement, as originally filed and all amendments
thereof (including all exhibits thereto), any preliminary prospectus, the
Prospectus and any amendments thereof or supplements thereto, the underwriting
documents (including this Agreement and the Agreement Among Underwriters) and
all other documents related to the public offering of the Shares (including
those supplied to the Underwriters in quantities as hereinabove stated), (ii)
the issuance, transfer and delivery of the Shares to the Underwriters, including
any transfer or other taxes payable thereon, (iii) the qualification of the
Shares under state or foreign securities or Blue Sky laws, including the costs
of printing and mailing a preliminary and final "Blue Sky Survey" and the fees
of counsel for the Underwriters and such counsel's disbursements in relation
thereto, (iv) the cost of listing the Shares on the New York Stock Exchange and
(v) the review of the terms of the public offering of the Shares by the NASD.

6. Conditions of Underwriters' Obligations. The obligations of the
---------------------------------------
several Underwriters to purchase and pay for the Firm Shares and the Additional
Shares as provided herein, shall be subject to the accuracy of the
representations and warranties of the Company and the Selling Shareholders
herein contained, as of the date hereof and as of the Closing Date (or in the
case of the Additional Shares as of the Additional Closing Date), to the
accuracy of the statements contained in any certificates, opinions, written
statements or letters furnished to you or to Waller Lansden Dortch & Davis, A
Professional Limited Liability Company ("Underwriters' Counsel") pursuant to
this Section 6, to the performance by the Company and the Selling Shareholders
of their respective obligations hereunder, and to the following additional
conditions:

(a) The Registration Statement shall have become effective not
later than 5:00 P.M., New York time, on the date of this Agreement or
at such later time and date as shall have been consented to in writing
by you, and, at or prior to the Closing Date and Additional Closing
Date, as the case may be, no stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment thereof
shall have been issued and no proceedings therefor shall have been
initiated or threatened by the Commission.

The respective obligations of the Company and the Selling
Shareholders hereunder are subject to the conditions set forth in this
Section 6(a).

(b) At the Closing Date and the Additional Closing Date, you shall
have received the opinion of Kilpatrick & Cody, L.L.P., counsel for
the Company, dated the Closing Date, addressed to the Underwriters and
in form and substance satisfactory to Underwriters' Counsel, to the
effect that:

16
<PAGE>

(i) Each of the Company and its subsidiaries (the "Significant
Subsidiaries") listed in Exhibit 22 to the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1996 (the "Company 10-
K") has been duly organized and is validly existing as a corporation
in good standing under the laws of its jurisdiction of incorporation.
Each of the Company and the Significant Subsidiaries is duly qualified
and in good standing as a foreign corporation in each jurisdiction in
which the character or location of its properties (owned, leased or
licensed) or the nature or conduct of its business makes such
qualification necessary, except for those failures to be so qualified
or in good standing which will not in the aggregate have a material
adverse effect on the Company and its subsidiaries taken as a whole.
Each of the Company and the Significant Subsidiaries has all requisite
corporate authority to own, lease and license its respective
properties and conduct its business as now being conducted and as
described in the Registration Statement and the Prospectus. All of the
issued and outstanding capital stock of each Significant Subsidiary of
the Company has been duly and validly issued and is fully paid and
nonassessable and free of preemptive rights and, except as disclosed
in the Company 10-K, to the best knowledge of such counsel, is owned
directly or indirectly by the Company, free and clear of any lien,
encumbrance, claim, security interest, restriction on transfer,
shareholders' agreement, voting trust or other defect of title
whatsoever.

(ii) The Company has authorized capital stock as set forth in the
Registration Statement and the Prospectus. All of the outstanding
shares of Common Stock are duly and validly authorized and issued, are
fully paid and nonassessable and were not issued in violation of or
subject to any preemptive rights. The Shares to be delivered on the
Closing Date have been duly and validly authorized and, when delivered
in accordance with this Agreement, will be duly and validly issued,
fully paid and nonassessable and will not have been issued in
violation of or subject to any preemptive rights. Each of the
Underwriters will receive good, valid and marketable title to the Firm
Shares hereunder, free and clear of all liens, encumbrances, claims,
security interests, restrictions on transfer, shareholders'
agreements, voting trusts and other defects of title whatsoever. The
Common Stock and the Firm Shares conform to the descriptions thereof
contained in the Registration Statement and the Prospectus.

(iii) The Common Stock currently outstanding is listed, and the
Shares to be sold under this Agreement by the Company to the
Underwriters are duly authorized for listing, on the NYSE.

17
<PAGE>

(iv) This Agreement has been duly and validly authorized, executed
and delivered by the Company and is a valid and binding obligation of
the Company, enforceable against the Company in accordance with its
terms (assuming Georgia law governs), except to the extent that rights
to indemnity hereunder may be limited by federal or state securities
laws or the public policy underlying such laws.

(v) To the best of such counsel's knowledge, there is no
litigation or governmental or other action, suit, proceeding or
investigation before any court or before or by any public, regulatory
or governmental agency or body pending or threatened against, or
involving the properties or business of, the Company or any of its
subsidiaries, which, if resolved against the Company or such
subsidiary, individually or, to the extent involving related claims or
issues, in the aggregate, is of a character required to be disclosed
in the Registration Statement and the Prospectus which has not been
properly disclosed therein.

(vi) The execution, delivery, and performance of this Agreement
and the consummation of the transactions contemplated hereby by the
Company will not (A) conflict with or result in a breach of any of the
terms and provisions of, or constitute a default (or an event which
with notice or lapse of time, or both, would constitute a default) or
require consent under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company
or any of its subsidiaries pursuant to the terms of any material
agreement, instrument, franchise, license or permit known to such
counsel to which the Company or any of its subsidiaries is a party or
by which any of such corporations or their respective properties or
assets may be bound or (B) violate or conflict with any provision of
the charter or bylaws of the Company or any of its subsidiaries, or,
to the best knowledge of such counsel, any judgment, decree, order,
statute, rule or regulation of any court or any public, governmental
or regulatory agency or body having jurisdiction over the Company or
any of its subsidiaries or any of their respective properties or
assets. To the best knowledge of such counsel, no consent, approval,
authorization, order, registration, filing, qualification, license or
permit of or with any court or any public, governmental, or regulatory
agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties or assets is
required for the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby, except
for (l) such as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the Shares by
the Underwriters (as to which such counsel

18
<PAGE>

need express no opinion) and (2) such as have been made or
obtained under the Act.

(vii) The Registration Statement and the Prospectus and any
amendments thereof or supplements thereto (other than the
financial statements and schedules and other financial and
statistical data included or incorporated by reference therein, as
to which no opinion need be rendered), as of their respective
effective or issue dates, comply as to form in all material
respects with the requirements of the Act and the Regulations.

(viii) The Registration Statement is effective under the Act,
and, to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement or any
post-effective amendment thereof has been issued and no
proceedings therefor have been initiated or overtly threatened by
the Commission.

(ix) The choice of New York law to govern this Agreement is
valid under Georgia law.

In addition to the matters set forth herein, such opinion shall also
include a statement to the effect that no facts have come to the attention of
such counsel which would lead such counsel to believe that either the
Registration Statement at the time it became effective (or any amendment thereof
made prior to the Closing Date as of the date of such amendment) contained an
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus as of the date thereof (or any amendment
thereof or supplement thereto made prior to the Closing Date as of the date of
such amendment or supplement) contained an untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading (it being understood that such counsel need express no
belief or opinion with respect to the financial statements and schedules and
other financial and statistical data included or incorporated by reference
therein).

In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws other than the laws of the United States and
jurisdictions in which they are admitted, to the extent such counsel deems
proper and to the extent specified in such opinion, if at all, upon an opinion
or opinions (in form and substance reasonably satisfactory to Underwriters'
Counsel) of other counsel reasonably acceptable to Underwriters' Counsel,
familiar with the applicable laws (specifically, with respect to the opinions in
subparagraphs (i), (ii) and (v), the opinion of Frank Madonia, general counsel
of the Company); (B) as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and certificates

19
<PAGE>

or other written statements of officers of departments of various jurisdictions
having custody of documents respecting the corporate existence or good standing
of the Company and its subsidiaries, provided that copies of any such statements
or certificates shall be delivered to Underwriters' Counsel. The opinion of
such counsel for the Company shall state that the opinion of any such other
counsel is in form satisfactory to such counsel and, in their opinion, you and
they are justified in relying thereon.

(c) At the Closing Date you shall have received the favorable
opinion of Kilpatrick & Cody, L.L.P., counsel for certain of the
Selling Shareholders, and ________________________________________,
counsel to _____________________________________, each dated the
Closing Date or the Additional Closing Date, as the case may be,
addressed to the Underwriters and in form and substance satisfactory
to Underwriters' Counsel, to the effect that:

(i) This Agreement has been duly and validly authorized,
executed and delivered by (or on behalf of each of) the Selling
Shareholders and is a valid and binding obligation of each of the
Selling Shareholders, enforceable against each of the Selling
Shareholders in accordance with its terms, except to the extent
that rights to indemnity hereunder may be limited by applicable
federal or state securities laws or the public policy underlying
such laws.

(ii) To the best knowledge of such counsel, each of the
Selling Shareholders has all requisite power and authority, and
all necessary consents, approvals, authorizations, orders,
registrations, filings, qualifications, licenses and permits of
and from all courts and all public, governmental or regulatory
agencies and bodies as are required for the execution, delivery
and performance of this Agreement and the consummation of the
transactions contemplated hereby except for (1) such as may be
required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Shares by the
Underwriters (as to which such counsel need express no opinion)
and (2) such as have been made or obtained under the Act.

(iii) Upon delivery and payment of the purchase price for the
Shares to be sold by each of the Selling Shareholders as
contemplated herein, the Underwriters will receive valid and
marketable title to the Selling Shareholders' Shares, free and
clear of any security interests, claims, liens, equities, and
other encumbrances, assuming that the Underwriters are purchasing
the Selling Shareholders' Shares in good faith and without notice
of any adverse claim as such terms are used and defined in Article
8 of the Uniform Commercial Code.

20
<PAGE>

(iv) The execution, delivery and performance of this
Agreement by each of the Selling Shareholders and the consummation
of the transactions contemplated hereby will not violate or
conflict with, to the best knowledge of such counsel, any
judgment, decree, order, statute, rule or regulation of any court
or any public, governmental or regulatory agency or body
applicable to the Selling Shareholders or any of their properties
or assets.

(v) The Statements in the Prospectus under the caption
"Principal and Selling Shareholders," insofar as such statements
constitute a summary of contracts and other legal matters referred
to therein, fairly present the information called for with respect
to such matters.

In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws other than the laws of the United
States and jurisdictions in which they are admitted, to the extent
such counsel deems proper and to the extent specified in such opinion,
if at all, upon an opinion or opinions (in form and substance
reasonably satisfactory to Underwriters' Counsel) of other counsel
reasonably acceptable to Underwriters' Counsel, familiar with the
applicable laws; (B) as to matters of fact, to the extent they deem
proper, on certificates of the Selling Shareholders, provided that
copies of any such statements or certificates shall be delivered to
Underwriters' Counsel. The opinions of such counsel for the Selling
Shareholders shall state that the opinion of any such other counsel is
in form satisfactory to such counsel and, in their opinion, you and
they are justified in relying thereon.

(d) At the Closing Date and Additional Closing Date, you shall
have received a certificate of the President and the Chief Financial
Officer of the Company, dated the Closing Date or Additional Closing
Date, as the case may be, to the effect that the condition set forth
in subsection (a) of this Section 6 has been satisfied, that as of the
date hereof and as of the Closing Date or Additional Closing Date, as
the case may be, the representations and warranties of the Company set
forth in Section 1A. hereof are accurate, and that as of the Closing
Date or the Additional Closing Date, as the case may be, the
obligations of the Company to be performed hereunder on or prior
thereto have been duly performed.

(e) At the Closing Date and Additional Closing Date, you shall
have received a certificate executed by the Selling Shareholders,
dated the Closing Date or Additional Closing Date, as the case may be,
to the effect that the representations and warranties of each of the
Selling Shareholders set forth in Sections 1A.(b) and 1B. hereof are
accurate, and that as of the Closing Date or the Additional Closing
Date, as the case may be, the obligations of each of the Selling

21
<PAGE>

Shareholders to be performed hereunder on or prior thereto have been
duly performed.

(f) At the time this Agreement is executed and at the Closing Date
and Additional Closing Date, you shall have received a letter, from
Arthur Andersen, LLP, independent public accountants for the Company,
dated, respectively, as of the date of this Agreement and as of the
Closing Date or Additional Closing Date, as the case may be, addressed
to the Underwriters and in form and substance satisfactory to you, to
the effect that: (i) they are independent certified public accountants
with respect to the Company within the meaning of the Act and the
applicable published rules and regulations of the Commission
thereunder and stating that the answer to Item 10 of the Registration
Statement is correct insofar as it relates to them; (ii) stating that,
in their opinion, the financial statements and schedules of the
Company included in the Registration Statement and the Prospectus and
covered by their opinion therein comply as to form in all material
respects with the applicable accounting requirements of the Act and
the applicable published rules and regulations of the Commission
thereunder; (iii) on the basis of procedures (but not an examination
made in accordance with generally accepted auditing standards)
consisting of a reading of the latest available unaudited interim
consolidated financial statements of the Company and its subsidiaries,
a reading of the minutes of meetings and consents of the shareholders
and boards of directors of the Company and its subsidiaries and the
committees of such boards subsequent to April 30, 1996, inquiries of
officers and other employees of the Company and its subsidiaries who
have responsibility for financial and accounting matters of the
Company and its subsidiaries with respect to transactions and events
subsequent to April 30, 1996, and other specified procedures and
inquiries to a date not more than five days prior to the date of such
letter, nothing has come to their attention that would cause them to
believe that: (A) the unaudited consolidated financial statements and
schedules of the Company included in the Registration Statement and
the Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Act and the applicable
published rules and regulations of the Commission thereunder or that
such unaudited consolidated financial statements are not fairly
presented in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the audited
consolidated financial statements included in the Registration
Statement and the Prospectus; (B) with respect to the period
subsequent to October 31, 1996, there were, as of the date of the most
recent available monthly consolidated financial statements of the
Company and its subsidiaries, if any, and as of a specified date not
more than five days prior to the date of such letter, any changes in
the capital stock or long-term indebtedness of the Company or any
decrease in the net current assets or stockholders' equity of the
Company, in each case as compared with the amounts shown in the most
recent balance sheet included in the

22
<PAGE>

Registration Statement and the Prospectus, except for changes or
decreases which the Registration Statement and the Prospectus disclose
have occurred or may occur or which are set forth in such letter; or
(C) that during the period from August 1, 1996 to the date of the most
recent available monthly consolidated financial statements of the
Company and its subsidiaries, if any, and to a specified date not more
than five days prior to the date of such letter, there was any
decrease, as compared with the corresponding period in the prior
fiscal year, in total revenues, or total or per share net income,
except for decreases which the Registration Statement and the
Prospectus disclose have occurred or may occur or which are set forth
in such letter; and (iv) stating that they have compared specific
dollar amounts, numbers of shares, percentages of revenues and
earnings, and other financial information pertaining to the Company
and its subsidiaries set forth in the Registration Statement and the
Prospectus, which have been specified by you prior to the date of this
Agreement, to the extent that such amounts, numbers, percentages, and
information may be derived from the general accounting and financial
records of the Company and its subsidiaries or from schedules
furnished by the Company, and excluding any questions requiring an
interpretation by legal counsel, with the results obtained from the
application of specified readings, inquiries, and other appropriate
Procedures specified by you (which procedures do not constitute an
examination in accordance with generally accepted auditing standards)
set forth in such letter, and found them to be in agreement.

(g) All material proceedings taken in connection with the sale of
the Firm Shares and the Additional Shares as herein contemplated shall
be reasonably satisfactory in form and substance to you and to
Underwriters' Counsel, and the Underwriters shall have received from
said Underwriters' Counsel a favorable opinion, dated as of the
Closing Date and the Additional Closing Date, as the case may be, with
respect to the issuance and sale of the Shares, the Registration
Statement and the Prospectus and such other related matters, as you
may reasonably require, and the Company and the Selling Shareholders
shall have furnished to Underwriters' Counsel such documents as they
request for the purpose of enabling them to pass upon such matters.

(h) Prior to the Closing Date and the Additional Closing Date, the
Company and the Selling Shareholders shall have furnished to you such
further information, certificates and documents as you may reasonably
request.

If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as required by this Agreement, or if any of the
certificates, opinions, written statements or letters furnished to you or to
Underwriters' Counsel pursuant to this Section 6 shall not be in all material
respects reasonably satisfactory in form and substance to you and to
Underwriters' Counsel, all obligations of the Underwriters hereunder may be
cancelled by you at, or at any time

23
<PAGE>

prior to, the Closing Date and the obligations of the Underwriters to purchase
the Additional Shares may be cancelled by you at, or at any time prior to, the
Additional Closing Date. Notice of such cancellation shall be given to the
Company and each of the Selling Shareholders in writing, or by telephone, telex
or telegraph, confirmed in writing.

7. Indemnification.
---------------

(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against any and all losses, liabilities, claims, damages
and expenses whatsoever (including but not limited to attorneys' fees
and any and all expense whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in
settlement of any claim or litigation), joint or several, to which
they or any of them may become subject under the Act, the Exchange Act
or otherwise, insofar as such losses, liabilities, claims, damages or
expenses (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, or any related
preliminary prospectus or the Prospectus, or in any supplement thereto
or amendment thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company will not be liable in
------------------
any such case to the extent but only to the extent that any such loss,
liability, claim, damage or expense (or actions in respect thereof)
arises out of or is based upon (i) any such untrue statement or
alleged untrue statement or omission or alleged omission made therein
in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter through you, in each
case expressly for use therein or (ii) the failure of an Underwriter
to send or deliver a Prospectus, following delivery of a preliminary
prospectus, to a person asserting a loss, claim, damage or liability,
at or prior to the written confirmation of the sale of the Shares to
such person if the Prospectus did not contain the untrue statement or
alleged untrue statement or omission or alleged omission giving rise
to such loss, claim, damage or liability. This indemnity agreement
will be in addition to any liability which the Company may otherwise
have including under this Agreement.

(b) Each of the Selling Shareholders severally, and not jointly,
agrees to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against
any and all losses, liabilities, claims, damages and expenses
whatsoever (including but not limited to attorneys' fees and any and

24
<PAGE>

all expense whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any
claim or litigation), joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or otherwise,
insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement, or any related preliminary prospectus or
the Prospectus, or in any supplement thereto or amendment thereof, or
arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
---------
however, that any Selling Shareholder will only be liable in any such
--------
case to the extent but only to the extent that any such loss,
liability, claim, damage or expense (or actions in respect thereof)
arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to
the Company by or on behalf of such Selling Shareholder (insofar as it
relates to such Selling Shareholder), in each case expressly for use
therein; and provided further that no Selling Shareholder shall be
----------------
liable for an amount exceeding the total proceeds received from the
offering (net of underwriting discounts and commissions, but before
deducting expenses) by such Selling Shareholder. This indemnity
agreement will be in addition to any liability which the Selling
Shareholders may otherwise have including under this greement.

(c) Each Underwriter severally, and not jointly, agrees to
indemnify and hold harmless the Company, each of the Selling
Shareholders, each of the directors of the Company, each of the
officers of the Company who shall have signed the Registration
Statement, and each other person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against any losses, liabilities, claims, damages and
expenses whatsoever (including but not limited to attorneys' fees and
any and all expenses whatsoever incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any
claim or litigation), joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or otherwise,
insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement, or any related preliminary prospectus or
the Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that any

25
<PAGE>

such loss, liability, claim, damage or expense arises out of or is
based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on
behalf of any Underwriter through you expressly for use therein. This
indemnity will be in addition to any liability which any Underwriter
may otherwise have including under this Agreement. The Company and
each of the Selling Shareholders acknowledge that the statements set
forth in the last paragraph of the cover page and in the third and
fourth paragraphs under the caption "Underwriting" in the Prospectus
constitute the only information furnished in writing by or on behalf
of any Underwriter expressly for use in the Registration Statement,
any related preliminary prospectus or the Prospectus or in any
amendment thereof or supplement thereto, as the case may be.

(d) Promptly after receipt by an indemnified party under
subsection (a), (b) or (c) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under such subsection,
notify each party against whom indemnification is to be sought in
writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it
may have under this Section 7 except to the extent that it has been
prejudiced in any material respect by such failure or from any
liability which it may have otherwise). In case any such action is
brought against any indemnified party, and it notifies an indemnifying
party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent it may elect by
written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume
the defense thereof with counsel satisfactory to such indemnified
party. Notwithstanding the foregoing, the indemnified party or parties
shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the
expense of such indemnified party or parties unless (i) the employment
of such counsel shall have been authorized in writing by one of the
indemnifying parties in connection with the defense of such action,
(ii) the indemnifying parties shall not have employed counsel to have
charge of the defense of such action within a reasonable time after
notice of commencement of the action, or (iii) such indemnified party
or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from or additional to
those available to one or all of the indemnifying parties (in which
case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties),
in any of which events such fees and expenses shall be borne by the
indemnifying parties. Anything in this subsection to the contrary
notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action

26
<PAGE>

effected without its written consent; provided, however, that such
------------------
consent was not unreasonably withheld.

8. Contribution. In order to provide for contribution in
------------
circumstances in which the indemnification provided for in Sections 7(a) and
7(b) hereof is for any reason held to be unavailable from the Company or the
Selling Shareholders or is insufficient to hold harmless a party indemnified
thereunder, the Company, each of the Selling Shareholders and the Underwriters
shall contribute to the aggregate losses, claims, damages, liabilities and
expenses of the nature contemplated by such indemnification provisions
(including any investigation, legal and other expenses incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or
any claims asserted, but after deducting in the case of losses, claims, damages,
liabilities and expenses suffered by the Company and the Selling Shareholders,
any contribution received by the Company or the Selling Shareholders from
persons, other than the Underwriters, who may also be liable for contribution,
including persons who control the Company within the meaning of Section 15 of
the Act or Section 20(a) of the Exchange Act, officers of the Company who signed
the Registration Statement and directors of the Company) to which the Company,
the Selling Shareholders and one or more of the Underwriters may be subject, in
such proportions as is appropriate to reflect the relative benefits received by
the Company, the Selling Shareholders and the Underwriters from the offering of
the Shares or, if such allocation is not permitted by applicable law or
indemnification is not available as a result of the indemnifying party not
having received notice as provided in Section 7 hereof, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but also
the relative fault of the Company, the Selling Shareholders and the Underwriters
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company, the
Selling Shareholders and the Underwriters, respectively, shall be deemed to be
in the same proportion as (x) the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Selling Shareholders, (y) the total proceeds from the
offering (net of underwriting discounts and commissions but before deducting
expenses) received by the Selling Shareholders (but only to the extent the
proceeds received by the Selling Shareholders are found by a final judgment of a
court of competent jurisdiction not to be received by the Company as provided in
clause (x)) and (z) the underwriting discounts and commissions received by the
Underwriters, respectively, in each case as set forth in the table on the cover
page of the Prospectus. The relative fault of the Company, the Selling
Shareholders and of the Underwriters shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Selling Shareholders or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company,
the Selling Shareholders and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 8 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the foregoing
provisions of this Section 8, (i) in no case shall any Underwriter (except as
may be provided in the Agreement Among Underwriters) be liable or

27
<PAGE>

responsible for any amount in excess of the underwriting discount applicable to
the Shares purchased by such Underwriter hereunder, nor shall any Underwriter be
liable except to the extent that any such statements or omissions which resulted
in such losses, claims, damages, liabilities, or expenses were made in reliance
upon and in conformity with written information furnished by such Underwriter
expressly for use in the Registration Statement, (ii) each Selling Shareholder
will only be liable to the extent that any such statements or omissions which
resulted in such losses, claims, damages, liabilities, or expenses were made in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of such Selling Shareholder (insofar as it relates to
such Selling Shareholder), in each case expressly for use in the Registration
Statement, (iii) no Selling Shareholder shall be liable for an amount exceeding
the total proceeds received from the offering (net of underwriting discounts and
commissions, but before deducting expenses) by such Selling Shareholder, and
(iv) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. No provision contained
herein shall limit the liability an officer or director of the Company shall
otherwise have (for indemnification, contribution or otherwise) to any
Underwriter by reason of his status as such or as a controlling person of the
Company notwithstanding the limitations contained herein on such person's
indemnification and contribution obligations as a Selling Shareholder. For
purposes of this Section 8, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act
shall have the same rights to contribution as such Underwriter, each person, if
any, who controls a Selling Shareholders within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act shall have the same rights to
contribution as the Selling Shareholders, and each person, if any, who controls
the Company within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to clauses (i) - (iv) of
this Section 8. Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit or proceeding against such party
in respect of which a claim for contribution may be made against another party
or parties under this Section 8, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from
any obligation it or they may have under this Section 8 or otherwise. No party
shall be liable for contribution with respect to any action or claim settled
without its consent; provided, however, that such consent was not unreasonably
------------------
withheld.

9. Default by an Underwriter.
-------------------------

(a) If any Underwriter or Underwriters shall default in its or
their obligation to purchase Firm Shares or Additional Shares
hereunder, and if the Firm Shares or Additional Shares with respect to
which such default relates do not (after giving effect to
arrangements, if any, made by you pursuant to subsection (b) below)
exceed in the aggregate 10% of the number of shares of Firm Shares or
Additional Shares, as the case may be, which all Underwriters have
agreed to purchase hereunder, then such Firm Shares or Additional
Shares to which the default relates shall be purchased by the non-
defaulting Underwriters in proportion to the respective proportions
which the numbers of Firm Shares set forth opposite their respective
names in Column (1) of Schedule II hereto bear to the aggregate number
of Firm Shares set forth opposite the names of the nondefaulting
Underwriters.

28
<PAGE>

(b) In the event that such default relates to more than 10% of the
Firm Shares or Additional Shares, as the case may be, you may in your
discretion arrange for yourself or for another party or parties
(including any nondefaulting Underwriter or Underwriters who so agree)
to purchase such Firm Shares or Additional Shares, as the case may be,
to which such default relates on the terms contained herein. In the
event that within three calendar days after such a default you do not
arrange for the purchase of the Firm Shares or Additional Shares, as
the case may be, to which such default relates as provided in this
Section 9, this Agreement or, in the case of a default with respect to
the Additional Shares, the obligations of the Underwriters to purchase
and of the Selling Shareholders to sell the Additional Shares, shall
thereupon terminate, without liability on the part of the Company or
the Selling Shareholders with respect thereto (except in each case as
provided in Sections 5, 7(a), 7(b) and 8 hereof) or the nondefaulting
Underwriters, but nothing in this Agreement shall relieve a defaulting
Underwriter or Underwriters of its or their liability, if any, to the
other several Underwriters, the Company and the Selling Shareholders
for damages occasioned by its or their default hereunder.

(c) In the event that the Firm Shares or Additional Shares to
which the default relates are to be purchased by the nondefaulting
Underwriters, or are to be purchased by another party or parties as
aforesaid, you or the Company shall have the right to postpone the
Closing Date or Additional Closing Date, as the case may be, for a
period, not exceeding five business days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement or
the Prospectus or in any other documents and arrangements, and the
Company agrees to file promptly any amendment or supplement to the
Registration Statement or the Prospectus which, in the opinion of
Underwriters' Counsel, may thereby be made necessary or advisable. The
cost of preparing, printing and filing any such amendments or
supplements shall be paid by the Underwriters. The term "Underwriter"
as used in this Agreement shall include any party substituted under
this Section 9 with like effect as if it had originally been a party
to this Agreement with respect to such Firm Shares and Additional
Shares.

10. Survival of Representations and Agreements. All representations
------------------------------------------
and warranties, covenants and agreements of the Underwriters, the Selling
Shareholders and the Company contained in this Agreement, including the
agreements contained in Section 5, the indemnity agreements contained in Section
7 and the contribution agreements contained in Section 8, shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any Underwriter or any controlling person thereof or by or on behalf
of the Company, any of its officers and directors or any of the Selling
Shareholders or any controlling person thereof, and shall survive delivery of
and payment for the Shares to and by the several Underwriters; provided,
however, that the representations contained in Section 1B.(h) shall be
extinguished as of the Closing Date or, in the event the Underwriters'
over-allotment option is exercised, the Additional Closing Date.

29
<PAGE>

The representations contained in Section 1 and the agreements contained in
Sections 5, 7, 8 and 11(d) hereof shall survive the termination of this
Agreement including pursuant to Sections 9 or 11 hereof; provided, however, that
the representations contained in Section 1B.(h) shall not survive and shall be
extinguished upon the termination of this Agreement.

11. Effective Date of Agreement; Termination.
----------------------------------------

(a) This Agreement shall become effective at such time after
notification of the effectiveness of the Registration Statement as you, the
Company and the Selling Shareholders shall agree upon the public offering price
and the purchase price per Share. If either the public offering price or the
purchase price per Share has not been agreed upon prior to 5:00 p.m., New York
time, on the seventh full business day following the day on which the
Registration Statement becomes effective, this Agreement shall thereupon
terminate without liability to the Company, the Selling Shareholders or the
Underwriters except as herein expressly provided). Until this Agreement becomes
effective as aforesaid, it may be terminated by the Company by notifying you and
the Selling Shareholders or by action only of the Selling Shareholders directly
by notifying the Company and you or by you notifying the Company and the Selling
Shareholders. Notwithstanding the foregoing, the provisions of this Section 11
and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and
effect.

(b) You shall have the right to terminate this Agreement at any
time prior to the Closing Date or the obligations of the Underwriters to
purchase the Additional Shares at any time prior to the Additional Closing Date,
as the case may be, if any domestic or international event or act or occurrence
has materially disrupted, or in your opinion will in the immediate future
materially disrupt, securities markets; or if trading on the New York or
American Stock Exchanges shall have been suspended, or minimum or maximum prices
for trading shall have been fixed, or maximum ranges for prices for securities
shall have been required, on the New York or American Stock Exchanges by the New
York or American Stock Exchanges or by order of the Commission or any other
governmental authority having jurisdiction; or if the United States shall have
become involved in a war or major hostilities; or if a banking moratorium has
been declared by a state or federal authority, or if a moratorium in foreign
exchange trading by major international banks or persons has been declared; or
if any new restriction materially adversely affecting the distribution of the
Firm Shares or the Additional Shares, as the case may be, shall have become
effective; or if there shall have been such change in the market for the
Company's securities or securities in general or in political, financial or
economic conditions as in your reasonable judgment makes it inadvisable to
proceed with the offering, sale and delivery of the Firm Shares or the
Additional Shares, as the case may be, on the terms contemplated by the
Prospectus.

(c) Any notice of termination pursuant to this Section 11 shall be
by telephone, telex, or telegraph, confirmed in writing by letter.

30
<PAGE>

(d) If this Agreement shall be terminated pursuant to any of the
provisions hereof (otherwise than pursuant to (i) notification by you as
provided in Section 11(a) hereof or (ii) Sections 9(b) or 11(b) hereof), or if
the sale of the Shares provided for herein is not consummated because of any
refusal, inability or failure on the part of the Company or the Selling
Shareholders to perform any agreement herein or comply with any provision
hereof, the Company agrees subject to demand by you, to reimburse the
Underwriters for all reasonable out-of-pocket expenses (including the fees and
expenses of their counsel), incurred by the several Underwriters in connection
herewith, but in no event shall the Company be liable for the loss of
anticipated profits by the Underwriters.

12. Notice. All communications hereunder, except as may be otherwise
------
specifically provided herein, shall be in writing and, if sent to any
Underwriter, shall be mailed, delivered, or telexed or telegraphed and confirmed
in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 245 Park Avenue,
New York, N.Y. 10167, Attention: Corporate Finance; if sent to the Company or
any of the Selling Shareholders, shall be mailed, delivered, or telegraphed and
confirmed in writing, in the case of the Company, to the Company, 900 Circle 75
Parkway, Atlanta Georgia 30339, Attention: William G. Miller and Frank Madonia
and, in the case of the Selling Shareholders, to William G. Miller, 900 Circle
75 Parkway, Suite 1250, Atlanta Georgia 30339.

13. Parties. You represent that you are authorized to act on behalf
-------
of the several Underwriters named in Schedule II hereto, and the Company and the
Selling Shareholders shall be entitled to act and rely on any request, notice,
consent, waiver or agreement purportedly given on behalf of the Underwriters
when the same shall have been given by you on such behalf. This Agreement shall
inure solely to the benefit of, and shall be binding upon, the several
Underwriters, the Selling Shareholders and the Company and the controlling
persons, directors, officers, employees and agents referred to in Sections 7 and
8, and their respective successors and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or
in respect of or by virtue of this Agreement or any provision herein contained.
The term "successors and assigns" shall not include a purchaser, in its capacity
as such, of Shares from any of the Underwriters.

14. Construction. This Agreement shall be construed in accordance
------------
with the internal laws of the State of New York.

15. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

31
<PAGE>

If the foregoing correctly sets forth the understanding among you, the
Company and the Selling Shareholders, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding
agreement among us.

Very truly yours,

MILLER INDUSTRIES, INC.

By ___________________________________________
William G. Miller
Chairman, President and
Chief Executive Officer

SELLING SHAREHOLDERS

______________________________________________
William G. Miller

Accepted as of the date first above written.

BEAR, STEARNS & CO. INC.
J.C. BRADFORD & CO.
MONTGOMERY SECURITIES
THE ROBINSON-HUMPHREY COMPANY, INC.

By BEAR, STEARNS & CO. INC.

By ___________________________________
Managing Director

On behalf of themselves and the other several
Underwriters named in Schedule I hereto.

32
<PAGE>

SCHEDULE I

(1) (2)
Number of Firm Number of Firm
Shares to be Shares to be
Purchased from the Purchased from the
Name of Underwriter Company Selling Shareholders
- ------------------- ------------------- --------------------

Bear, Stearns & Co. Inc.

J.C. Bradford & Co.

Montgomery Securities

The Robinson-Humphrey Company, Inc.

- --------------------------------------------------------------------------------
TOTAL UNDERWRITERS (___) 1,000,000 2,365,685
- --------------------------------------------------------------------------------

33
<PAGE>

SCHEDULE II

Name of Selling Shareholder Firm Shares to be Sold
--------------------------- ----------------------
Andrew J. Alm 45,395
Stephen D. Alm 45,395
Norma Alm 100,000
Michael J. Boniface 26,000
Creed C. Byrd 20,000
Michael J. Mariner 20,000
William G. Miller 2,000,000
R. Richard Myers 60,000
Carolyn Alm Santos 48,895
------------------ ---------

Total 2,365,685
=========

<PAGE>

EXHIBIT 4.1

AMENDED
CHARTER
OF
MILLER INDUSTRIES, INC.

The undersigned person, having capacity to contract and acting as the
incorporator of a corporation under the Tennessee Business Corporation Act,
(the "Act"), adopts the following Charter for the corporation named above (the
"Corporation"):

1. The name of the Corporation is:

Miller Industries, Inc.

2. (a) The street address and zip code of the initial registered office of
the Corporation is:

8503 Hilltop Drive
Ooltewah, Tennessee 37363

(b) The initial registered office of the Corporation is located in Hamilton
County, Tennessee.

Frank Madonia

3. The name, address, and zip code of the incorporator is:

Richard H. Roberts, Esq.
Baker, Worthington, Crossley,
Stansberry & Woolf
1700 Nashville City Center
511 Union Street
Nashville, Tennessee 37219

4. The street address and zip code of the principal office of the
Corporation in the State of Tennesee is:

8503 Hilltop Drive
Ooltewah, Tennessee 37363

5. The Corporation is for profit.

6. The powers of the incorporator are to terminate upon filing of the
Charter and the name and address of the individual who is to serve as the
initial director of the Corporation as follows:

William G. Miller
8503 Hilltop Dive
Ooltewah, Tennessee 37363

7. The purposes for which the Corporation is organized are to do any and all
things and to exercise any and all powers, rights, and privileges which a
corporation may now or hereafter be organized to do, or to exercise, under the
Act, as such is amended, from time to time.

8. The maximum number of shares of capital stock which the Corporation shall
have the authority to issue is One Hundred Five Million (105,000,000) shares,
of which One Hundred Million (100,000,000) shares are designated Common Stock
with a par value of one cent ($.01) per share, and Five Million (5,000,000)
shares are designated Preferred Stock with a par value of one cent ($.01) per
share.
<PAGE>

The designations, preferences, privileges and powers and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions of the above classes of capital stock shall be as
follows:

(a) Preferred Stock.

(1) Shares of Preferred Stock may be divided into and issued in one or more
series at such time or times and for such consideration as the Board of
Directors may determine. All shares of any one series shall be of equal rank
and identical in all respects.

(2) Authority is hereby expressly granted to the Board of Directors to fix
and determine from time to time, by resolution or resolutions providing for
the establishment and/or issuance of any series of Preferred Stock, the
designation of such series and the powers, preferences, and rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof, as the Board of Directors may deem advisable and to the fullest
extent now or hereafter permitted by the laws of the State of Tennessee. The
resolution or resolutions providing for the establishment and/or issuance of
such series of Preferred Stock shall set forth: (i) the designation and number
of shares comprising each series; (ii) the rate of dividends, if any, and
whether such dividends shall be noncumulative, cumulative to the extent
earned, or cumulative and, if cumulative for which date or dates;
(iii) whether the shares shall be redeemable and, if so, the terms and
conditions of such redemption (iv) whether there shall be a sinking fund for
the redemption; (v) the rights to which the holders of the shares shall be
entitled in the event of voluntary or involuntary liquidation, dissolution or
winding-up of the Corporation, and the priority of payment of shares in any
such event; (vi) whether the shares shall be convertible into or exchangeable
for shares of any other class or any other series and the terms thereof; and
(vii) all other preferences, privileges and powers and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions of such series.

(3) The shares of Preferred Stock shall have no voting power or voting
rights with respect to any matter whatsoever, except as may be otherwise
required by law or may be provided in the resolution or resolutions of the
Board of Directors creating the series of which such shares are a part.

(4) Authority is hereby expressly granted to the Board of Directors to make
any change in the designations, terms, limitations or relative rights or
preferences of any series of Preferred Stock in the same manner as provided
for in the issuance of Preferred Stock, so long as no shares of such series
are outstanding at such time.

(b) Common Stock.

(1) After the requirements with respect to preferential dividends, if any,
on any series of Preferred Stock (fixed pursuant to resolutions as provided in
Article 8(a) above) shall have been met, and after the Corporation shall have
complied with all requirements, if any, with respect to the setting aside of
sums in a sinking fund for the purchase or redemption of shares of any series
of Preferred Stock (fixed pursuant to resolutions as provided in Article 8(a)
above), then, and not otherwise, the holders of Common Stock shall receive, to
the extent permitted by law and to the extent the Board of Directors shall
determine, such dividends as may be declared from time to time by the Board of
Directors.

(2) After distribution in full of the preferential amount, if any (fixed
pursuant to resolutions as provided in Article 8(a) above), to be distributed
to the holders of any series of Preferred Stock in the event of the voluntary
or involuntary liquidation, dissolution or winding-up of the Corporation, the
holders of the Common Stock shall be entitled to receive such of the remaining
assets of the corporation of whatever kind available for distribution to the
extent the Board of Directors shall determine.

(3) Except as may be otherwise required by law or by the Charter of the
Corporation, as amended, each holder of Common Stock shall have one vote in
respect of each share of such stock held by him on all matters voted upon by
the shareholders.

(c) Preemptive Rights. No holder of shares of the Corporation of any class,
now or hereafter authorized, shall have any preferential or preemptive right
to subscribe for, purchase or receive any shares of stock of the Corporation
of any class, now or hereafter authorized, or any options or warrants for such
shares, or any rights to subscribe to or purchase such shares, or any
securities convertible into or exchangeable for such shares, which may at any
time or from time to time be issued, sold or offered for sale by the
Corporation.
<PAGE>

9. All corporate powers shall be exercised by or under the authority of, and
the business and affairs of the Corporation shall be managed under the
direction of, a Board of Directors. The number of directors of the Corporation
shall be not less than three (3) nor more than fifteen (15), the exact number
to be fixed by, or in the manner provided in, the Bylaws. The Board of
Directors shall be divided into three classes serving staggered three-year
terms, as nearly equal in number as possible, respectively designated "Class
I", "Class II" and "Class III" directors. The initial Class I, Class II and
Class III directors shall be elected by the shareholders of the Corporation.
The initial Class I directors shall hold office until the 1995 annual meeting
of shareholders, the initial Class II directors shall hold office until the
1996 annual meeting of shareholders and the initial Class III directors shall
hold office until the 1997 annual meeting of shareholders. In each case,
directors shall serve until their respective successors shall have been
elected and qualified, subject to their earlier death, resignation, or
removal.

At each annual meeting of shareholders commencing with the 1995 annual
meeting of shareholders, directors to replace the Class whose term of office
expires at such meeting shall be elected to hold office for three year terms,
and in each case until their respective successors shall have been elected and
qualified, subject to their earlier death, resignation or removal.

If the number of directors is changed, any increase or decrease should be
apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. Any vacancy on
the Board of Directors that results from an increase in the number of
directors shall be filled only by a majority of the Board of Directors then in
office, and any other vacancy occurring in the Board of Directors shall be
filled only by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director.

Any director may be removed from office but only for cause and only by (a)
the affirmative vote of the holders of a majority of the voting power of the
shares entitled to vote for the election of directors, considered for this
purpose as one class, unless a vote of a specific voting group is otherwise
required by law, or (b) the affirmative vote of a majority of the entire Board
of Directors then in office.

Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have the
right, voting separately, by class or series, to elect directors at an annual
or special meeting of shareholders, the election, term of office, filling of
vacancies, and other features of such directorships shall be governed by the
terms of this Charter applicable thereto, and such directors so elected shall
not be divided into classes pursuant to this Article 9 unless expressly
provided by such terms. In the event of a vacancy among the directors so
elected by the holders of preferred stock, the remaining directors elected by
the holders of preferred stock may fill the vacancy.

Notwithstanding any other provisions of this Charter, the affirmative vote
of holders of 66 2/3% of the voting power of the shares entitled to vote at an
election of directors shall be required to amend, alter, change, or repeal, or
to adopt any provision as part of this Charter or as part of the Corporation's
Bylaws inconsistent with the purpose and intent of, this Article 9.

10. The Corporation shall have and exercise all powers necessary or
convenient to effect any or all of the purposes for which the Corporation is
organized and shall likewise have the powers provided by the Act, or as the
same shall hereafter be amended.

11. (a) To the fullest extent permitted by the laws of the State of
Tennessee, including without limitation, the Act, as it exists on the date
hereof or as it may hereafter be amended, no director of the Corporation shall
be personally liable for monetary damages to the Corporation or its
shareholders for any breach of fiduciary duty as a director. If the laws of
the State of Tennessee, including, without limitation, the Act, are amended
after approval of this Charter to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Act, as so amended. Any repeal or
modification of this Article II by the shareholders shall not adversely affect
any right or protection of a director existing at the time of such repeal or
modification or with respect to events occurring prior to such time.
<PAGE>

(b) The Corporation shall have the power to indemnify any director, officer,
employee, agent of the Corporation, or any other person who is serving at the
request of the Corporation in any such capacity with another corporation,
partnership, joint venture, trust, or other enterprise to the fullest extent
permitted by the law of the State of Tennessee as it exists on the date hereof
or as it may hereafter be amended, and any such indemnification may continue
as to any person who has ceased to be a director, officer, employee or agent
and may inure to the benefit of the heirs, executors and administrators of
such person.

12. The directors of the Corporation shall have the right to take any action
required or permitted by vote without a meeting on written consent to the
fullest extent permitted by the Act, or as the same shall hereafter be
amended.

13. In taking or not taking any action in response to an Acquisition
Proposal (as defined below), the Board of Directors of the Corporation may
consider the social and economic effects of consummation of the Acquisition
Proposal on the employees, customers, suppliers, and other constituents of the
Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located and the desirability
of maintaining the Corporation's independence from other entities. For
purposes of this Article 13, "Acquisition Proposal" means an offer of any
person or entity (other than the Corporation) to (a) make a tender or exchange
offer for any equity security of the Corporation by any other security of the
Corporation convertible into an equity security, (b) merge or consolidate the
Corporation with another person or entity, or (c) purchase or otherwise
acquire all or substantially all of the properties and assets of the
Corporation and its subsidiaries.

14. The Corporation shall hold a special meeting of shareholders only in the
event (a) of a call of the Board of Directors of the Corporation or the
officers authorized to do so by the Bylaws of the Corporation, or (b) the
holders of at least fifteen percent of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting sign,
date, and deliver to the Corporation's secretary one or more written demands
for the meeting describing the purpose or purposes for which it is to be held.

15. The Corporation shall enjoy and be subject to such benefits, privileges
and immunities and such restrictions, liabilities and obligations as are
provided with respect to corporations for profit generally by the laws of the
land and which are held applicable to corporations for profit organized under
the Act, or as the same shall hereafter be amended.

Dated this 28th day of April, 1994.

/s/ Richard H. Roberts
Richard H. Roberts
Incorporator

<PAGE>

Exhibit 5
---------

KILPATRICK & CODY, L.L.P.
1100 PEACHTREE STREET
SUITE 2800
ATLANTA, GEORGIA 30309-4530

October 15, 1996

404 815-6444

Miller Industries, Inc.
900 Circle 75 Parkway
Suite 1250
Atlanta, Georgia 30339

Re: Form S-3 Registration Statement
-------------------------------

Gentlemen:

At your request, we have examined the Registration Statement to be filed by
Miller Industries, Inc., a Tennessee corporation (the "Company"), with the
Securities and Exchange Commission on October 15, 1996 with respect to the
registration under the Securities Act of 1933, as amended, of 3,365,685 shares
of Common Stock, $0.01 par value per share, of the Company (the "Common Stock"),
including 1,000,000 shares to be sold by the Company and 2,365,685 shares to be
sold by selling shareholders named in the Registration Statement (the "Selling
Shareholders") to the underwriters named in the Registration Statement (the
"Underwriters), for resale by them to the public, together with an additional
504,852 shares of Common Stock subject to an over-allotment option granted to
the Underwriters by the Company.

As your counsel, and in connection with the preparation of the Registration
Statement, we have examined the originals or copies of such documents, corporate
records, certificates of public officials, officers of the Company and other
instruments relating to the authorization and issuance of the Common Stock as we
deemed relevant or necessary for the opinions herein expressed. On the basis of
the foregoing, it is our opinion that:

1. The shares of Common Stock to be issued and sold by the Company to the
Underwriters will be, upon issuance, sale and delivery in the manner and under
the terms and conditions described in the Registration Statement, validly
issued, fully paid and nonassessable.

2. The shares of Common Stock to be sold by the Selling Shareholders as
described in the Registration Statement are validly issued, full-paid and
nonassessable.
<PAGE>

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including the Prospectus constituting a
part thereof, and any amendments thereto.

Sincerely,

KILPATRICK & CODY, L.L.P.

By: /s/ DAVID A. STOCKTON
----------------------------------
David A. Stockton, a partner

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
June 23, 1996 included in Miller Industries, Inc.'s Form 10-K for the year
ended April 30, 1996. We also consent to the incorporation by reference in
this registration statement of our report dated October 12, 1996 on the
restated consolidated financial statements of Miller Industries, Inc. included
in Miller Industries, Inc.'s Current Report on Form 8-K filed on September 17,
1996, as amended by Form 8-K/A filed October 15, 1996. We also consent to the
use of our reports and to all references to our Firm included in this
registration statement.

ARTHUR ANDERSEN LLP

Chattanooga, Tennessee,
October 12, 1996

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
September 23, 1996 included in Miller Industries, Inc.'s Form 8-K/A dated
October 15, 1996 and to all references to our Firm included in this
registration statement.

/s/ Haddox Reid Burkes & Calhoun PLLC
--------------------------------------
HADDOX REID BURKES & CALHOUN PLLC

Jackson, Mississippi,
October 11, 1996

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MILLER
INDUSTRIES, INC. AND SUBSIDIARIES SUPPLEMENTAL CONSOLIDATED FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR 3-MOS 3-MOS
<FISCAL-YEAR-END> APR-30-1994 APR-30-1995 APR-30-1996 JUL-31-1995 JUL-31-1996
<PERIOD-START> AUG-01-1993 MAY-01-1994 MAY-01-1995 MAY-01-1995 MAY-01-1996
<PERIOD-END> APR-30-1994 APR-30-1995 APR-30-1996 JUL-31-1995 JUL-31-1996
<CASH> 0 2,972 24,592 0 21,013
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 0 21,849 32,808 0 34,573
<ALLOWANCES> 0 (537) (1,058) 0 (1,064)
<INVENTORY> 0 21,400 32,428 0 33,474
<CURRENT-ASSETS> 0 47,320 91,203 0 90,785
<PP&E> 0 10,071 20,477 0 0
<DEPRECIATION> 0 (3,008) (3,922) 0 0
<TOTAL-ASSETS> 0 58,989 114,005 0 113,687
<CURRENT-LIABILITIES> 0 28,231 39,307 0 35,929
<BONDS> 0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
<COMMON> 0 72 238 0 238
<OTHER-SE> 0 29,150 67,725 0 70,332
<TOTAL-LIABILITY-AND-EQUITY> 0 58,989 114,005 0 113,687
<SALES> 65,718 125,889 163,810 37,080 49,339
<TOTAL-REVENUES> 65,718 125,899 163,810 37,080 49,339
<CGS> 52,252 103,547 136,367 31,354 41,105
<TOTAL-COSTS> 8,857 12,774 14,612 3,232 4,280
<OTHER-EXPENSES> 8 0 53 0 4
<LOSS-PROVISION> 0 0 0 0 0
<INTEREST-EXPENSE> 229 228 31 117 0
<INCOME-PRETAX> 4,372 9,788 12,747 2,402 4,160
<INCOME-TAX> 1,512 3,563 4,692 928 1,531
<INCOME-CONTINUING> 0 0 0 0 0
<DISCONTINUED> 0 0 0 0 0
<EXTRAORDINARY> 1,143 288 0 0 0
<CHANGES> 781 0 0 0 0
<NET-INCOME> 4,784 6,513 8,055 1,474 2,629
<EPS-PRIMARY> 0.36 0.35 0.37 0.07 0.11
<EPS-DILUTED> 0 0 0 0 0

</TABLE>