File No. 333-______
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As filed with the Securities and Exchange Commission on August 29, 1997.
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
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3220 Pointe Parkway, Suite 100, Norcross, Georgia 30092
(770) 446-6778
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(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.
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3220 Pointe Parkway, Suite 100, Norcross, Georgia 30092
(770) 446-6778
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David A. Stockton, Esquire
KILPATRICK STOCKTON LLP
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1100 Peachtree Street, Atlanta, Georgia 30309-4530
Telephone: (404) 815-6500
==========================
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. /X/
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
<PAGE>
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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Proposed Proposed Maximum
Amount to be Maximum Offering Aggregate Offering Amount of
Title of Each Class of Securities to be Registered Registered Price per Unit (1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 5,753,815 $14.46875 $83,250,511 $25,227.43
shares
===============================================================================================================================
<FN>
<F1> In accordance with Rule 457(c), the registration fee has been
calculated on the basis of $14.46875 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 August 28, 1997.
</TABLE>
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.
==========================================================================
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
SUBJECT TO COMPLETION,
DATED AUGUST 29, 1997
5,753,815 Shares
MILLER INDUSTRIES, INC.
Common Stock
This prospectus relates to 5,753,815 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"), of
Miller Industries, Inc., a Tennessee corporation (the "Company"),
which may be offered for sale from time to time by certain
selling shareholders (the "Selling Shareholders"). The Selling
Shareholders are former shareholders of companies acquired by the
Company since July 1996. The Company will not receive any of the
proceeds from the sale of the Shares offered hereby. For further
information with respect to the Selling Shareholders and the plan
of distribution of the Shares, see "Selling Shareholders" and
"Plan of Offering" herein.
The Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "MLR." On August 28, 1997, the closing
price of the Common Stock, as reported in the NYSE consolidated
reporting system, was $14.625.
See "Risk Factors" beginning on page 5 for a discussion of
certain factors that should be considered by prospective
investors.
_______________
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.
_______________
The Selling Shareholders have advised the Company that they
may elect to offer for sale and to sell the Shares from time to
time through brokers on the New York Stock Exchange, in private
transactions, or otherwise, at market prices then prevailing or
obtainable. Accordingly, sales prices and proceeds to the
Selling Shareholders will depend upon price fluctuations and the
manner of sale. If the Shares are sold through brokers, the
Selling Shareholders will pay brokerage commissions and other
charges. Except for the payment of such brokerage commissions
and charges, the Company will bear all expenses in connection
with registering the Shares offered hereby. Such expenses are
estimated to total approximately $20,000.00. See "Plan of
Offering."
The date of this Prospectus is September __, 1997.
<PAGE>
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL
PROVIDE WITHOUT CHARGE A COPY OF ANY SUCH DOCUMENTS (OTHER THAN
EXHIBITS THERETO) UPON WRITTEN OR ORAL REQUEST DIRECTED TO FRANK
MADONIA, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL, MILLER
INDUSTRIES, INC., 3220 POINTE PARKWAY, SUITE 100, NORCROSS,
GEORGIA 30092, (770) 446-6778.
<PAGE>
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference . . . . . 3
Forward Looking Statements . . . . . . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 8
Selling Shareholders . . . . . . . . . . . . . . . . . . . 9
Selected Consolidated Financial Data . . . . . . . . . . . 12
Plan of Offering . . . . . . . . . . . . . . . . . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 15
_____________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
OF SUCH INFORMATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company with the Commission pursuant to the
information requirements of the Exchange Act may be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10007; and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of that Web site
is http://www.sec.gov.
The Company's Common Stock is listed on the NYSE. All
reports, proxy statements and other information filed by the
Company with the NYSE may be inspected at the offices of the NYSE
at 20 Broad Street, New York, New York 10005.
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<PAGE>
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration
Statement and the exhibits thereto, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as a part thereof.
Statements contained in this Prospectus regarding the contents of
any contract, agreement or other document referred to are not
necessarily complete, and in each instance reference is made to
the copy of such contract, agreement or document filed as an
exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration
Statement, including the exhibits thereto, may be inspected
without charge at the principal office of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or
any part thereof may be obtained from such office upon payment of
the prescribed fees.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by the Company with
the Commission are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
April 30, 1997.
(b) The description of the Company's Common Stock contained in the
Company's Registration of Securities on Form 8-A filed
pursuant to the Exchange Act, Commission file number 34-
14124.
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.
FORWARD-LOOKING STATEMENTS
The Company may from time to time make written or oral
forward-looking statements, including statements contained in the
Company's filings with the Commission and its reports to
shareholders. This Prospectus contains and incorporates by
reference certain statements, other than those concerning
historical information, that should be considered forward-looking
and subject to various risks and uncertainties. Such forward-
looking statements are made based on management's belief as well
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<PAGE>
as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private
Securities Corporation Reform Act of 1995. The Company's actual
results may differ materially from the results anticipated in
these forward-looking statements due to, among other things,
factors set forth in this Prospectus under the heading "Risk
Factors," and in particular, the risks associated with
acquisitions, including, without limitation, the risks that
acquisitions do not close and the cost or difficulties related to
the integration of the acquired businesses. The Company cautions
that such factors are not exclusive. The Company does not
undertake to update any forward-looking statement that may be
made from time to time by, or on behalf of, the Company.
THE COMPANY
Miller Industries, Inc. is the world's largest integrated
provider of vehicle towing and recovery equipment, systems and
services and has executive offices in Atlanta, Georgia and
manufacturing operations in Tennessee, Pennsylvania, Mississippi,
France and England. The Company markets its towing and recovery
equipment under the well-recognized Century , Challenger ,
Holmes , Champion , Eagle , Jige , Boniface and Vulcan brand
names and markets its towing services under the national brand
name of RoadOne .
Since 1990 the Company has developed or acquired several of
the most well-recognized brands in the fragmented towing and
recovery equipment manufacturing industry. The Company's
strategy has been to increase its market share in the industry
through a combination of acquisitions and internal growth. The
Company increased its domestic and international market share as
a result of the acquisitions of three well-known brands during
calendar 1996. In January 1996, the Company acquired S.A. Jige
Lohr Wreckers ("Jige Lohr"), a leading European manufacturer of
wreckers and car carriers, and in April 1996, the Company
acquired Boniface Engineering Limited ("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 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. Since
July 1996, the Company has acquired ten towing equipment
distributors, which, together with its independent distributors,
are intended to be part of a North American distribution network
for towing and recovery equipment as well as other specialty
truck equipment and components. Since February 1997, the
Company, through its RoadOne subsidiary, has acquired as of
August 29, 1997, 41 towing service companies. These
acquisitions are part of the Company's plan to establish a
national towing service network through owned companies in
combination with an extensive group of affiliates. Also in
fiscal 1997, the Company established its Financial Services Group
to provide equipment financing and related services to its
distributors and their customers. The Company intends to
continue its expansion into the towing service and distribution
markets in fiscal 1998.
-4-
<PAGE>
The Company was incorporated under the laws of the State of
Tennessee in April 1994. The Company's principal executive
offices are located at 3220 Pointe Parkway, Norcross, Georgia
30092, and its telephone number is (770) 446-6778.
RISK FACTORS
The business, financial condition, results of operations and
future prospects of the Company, and the prevailing market price
and performance of the Company's Common Stock, may be adversely
affected by a number of factors, including the matters discussed
below.
UNCERTAINTIES IN INTEGRATING OPERATIONS AND ACHIEVING COST
SAVINGS. Many of the companies that the Company has recently
acquired and that the Company plans to acquire are large
enterprises with operations in different markets. The success of
any business combination is in part dependent on management's
ability following the transaction to integrate operations,
systems and procedures and thereby obtain business efficiencies,
economies of scale and related cost savings. The challenges
posed to the Company's management may be particularly significant
because integrating the recently acquired companies must be
addressed contemporaneously. There can be no assurance that
future consolidated results will improve as a result of cost
savings and efficiencies from any such acquisitions or proposed
acquisitions, or as to the timing or extent to which cost savings
and efficiencies will be achieved.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY. The Company
has an aggressive acquisition strategy that has involved, and is
expected to continue to involve, the acquisition of a significant
number of additional companies. 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.
RISKS OF FOREIGN MARKETS. The Company's growth strategy
includes the expansion of its operations in foreign markets. In
January 1996 the Company acquired Jige Lohr, a French
manufacturer of wreckers and car carriers, and in April 1996 the
Company acquired 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
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<PAGE>
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 has
resulted 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 had no prior
operating experience in the lines of business it recently
entered. During fiscal 1997, the Company entered three new lines
of business through the acquisition of towing and recovery
equipment distributors and towing service companies, and the
establishment of the Company's 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 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
component parts. 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
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<PAGE>
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 may also face significant competition
from large competitors as it enters new lines of business,
including towing and recovery equipment distribution, financial
services and towing service businesses.
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. 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 and
towing service 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 requirements. There can be no
assurance that the Company will be able to maintain an adequate
skilled labor force necessary to efficiently operate its
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.
PRODUCT LIABILITY AND INSURANCE. 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 liability insurance coverage at levels
based upon commercial norms and the Company's historical claims
experience. A successful product liability or other 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
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<PAGE>
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.
POSSIBLE ADVERSE EFFECT OF FUTURE SALES OF COMMON STOCK.
Future sales of shares of Common Stock offered hereby, or the
perception that such sales could occur, could adversely affect
the market price of Common Stock. There can be no assurance as
to when, and how many of, such shares will be sold and the effect
such sales may have on the market price of Common Stock. In
addition, the Company intends to continue to issue Common Stock
in connection with certain of its acquisitions or in other
transactions. Such securities may be subject to resale
restrictions in accordance with the Securities Act and the
regulations promulgated thereunder, as well as resale limitations
imposed by tax laws and regulations. As such restrictions lapse
or if such shares are registered for sale to the public, such
securities may be sold to the public. To facilitate the issuance
of Common Stock in making future acquisitions, the Company has
filed with the Commission an acquisition shelf registration
statement to register an additional five million shares of Common
Stock. In the event of the issuance and subsequent resale of a
substantial number of shares of Common Stock, or a perception
that such sales could occur, there could be a material adverse
effect on the prevailing market price of Common Stock.
CONTROL BY PRINCIPAL SHAREHOLDER. William G. Miller, the
Chairman and Co-Chief Executive Officer of the Company,
beneficially owns approximately 15% of the outstanding shares of
Common Stock. Accordingly, Mr. Miller has 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.
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 (although the
shareholders will consider a proposal at the August 29, 1997
meeting to amend the Company's Charter to eliminate the staggered
board), 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.
USE OF PROCEEDS
The Shares offered hereby will be sold by the Selling
Shareholders. See "Selling Shareholders." The Company will not
receive any of the proceeds from the sale of the Shares by the
Selling Shareholders.
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SELLING SHAREHOLDERS
The following table sets forth certain information as of
August 25, 1997 (except as otherwise indicated) and as adjusted
to reflect the sale of the Shares in the offering, as to the
security ownership of the Selling Shareholders. Except as set
forth below, none of the Selling Shareholders has had a material
relationship with the Company or any of its predecessors or
affiliates within the past three years.
Each of the Selling Shareholders acquired his or her Shares
in connection with the acquisition by the Company or a subsidiary
thereof of a corporation in which they were a shareholder. The
aggregate consideration in each of these transactions was shares
of Common Stock, the assumption of certain liabilities and in
some transactions cash. In connection with the above referenced
transactions, the Company and the Selling Shareholders entered
into separate agreements pursuant to which the Company agreed to
file this Registration Statement with respect to the Shares
acquired by the Selling Shareholder in the transaction.
<TABLE>
<CAPTION>
Shares of Common Stock Beneficially
Owned Prior to the Offering
Percent of Shares
Name Number Class Offered<F1>
- ---- ------ ---------- ----------
<S> <C> <C> <C>
1046070 Ontario Inc. (Muir Holdco) 16,042 * 16,042
520116 British Columbia Ltd. <F2> 10,638 * 10,638
T. Mike Ainsworth <F2> 32,083 * 32,083
Andrew Alm <F2> 116,832 * 116,832
Norma Alm 33,582 * 33,582
Stephen D. Alm <F2> 116,832 * 116,832
J.L. Armstrong Trust 1,599 * 1,599
Peter M. Aspesi <F2> 147,142 * 147,142
Paul E. Autry 5,653 * 5,653
James A. and Margaret M. 5,653 * 5,653
Baumhardt
Wallace H. Beerman 96,428 * 96,428
George Bergeron <F2> 53,371 * 53,371
Daniel E. Bertagnoli <F2> 98,095 * 98,095
Donald J. Bertagnoli <F2> 98,095 * 98,095
Thomas A. Bertagnoli <F2> 98,095 * 98,095
Gregory Louis Bolin <F2> 40,000 * 40,000
Irene L. Bolin 65,000 * 65,000
Michael W. Bolin <F2> 40,000 * 40,000
Robert H. Bolin 65,000 * 65,000
Robert & Irene Bolin 23,775 * 23,775
Michael J. Boniface <F2> 41,502 * 41,502
John E. Borowski <F2> 54,452 * 54,452
Donna H. Brantly <F2> 333 * 333
Dennis B. Brewer <F2> 178,571 * 178,571
W. Bruce Butler <F2> 14,560 * 14,560
Creed C. Byrd 142,251 * 142,251
Joseph Caradonna, Sr. <F2> 57,142 * 57,142
Charles Roberts Body Shop 34,285 * 34,285
Michael<F2> & Mary Beth<F2> Cherry 73,738 * 73,738
Maria T. Clark 6,614 * 6,614
Daryl B. Coe 4,203 * 4,203
-9-<PAGE>
Percent of Shares
Name Number Class Offered <F1>
- ---- ------ ----------- ------------
Gary R. Coe<F2> 92,208 * 92,208
The Harold R. and June E. Coe Trust 155,045 * 155,045
Karen C. Coe 6,278 * 6,278
Michael S. Coe 6,278 * 6,278
Nancy A. Cotner<F2> 40,000 * 40,000
Leslie J. Davis<F2> 6,240 * 6,240
Dickey Family Trust 34,872 * 34,872
Dickey Marital Trust, Share One 54,150 * 54,150
Dickey Marital Trust, Share Two 19,278 * 19,278
John Dollar<F2> 80,267 * 80,267
Terry Dunn<F2> 12,030 * 12,030
Ted A. Durig<F2> 96,428 * 96,428
Devin J. Edwards 6,278 * 6,278
Gasper V. Fiore<F2> 464,714 * 464,714
Buddy F. Ford(2) & Barbara 56,530 * 56,530
Kothman
Louis J. Fox 2,827 * 2,827
Wes<F2> & Loretta Gass 72,999 * 72,999
Julius M. Giorgis 43,186 * 43,186
Mary K. Giorgis<F2> 14,142 * 14,142
William J. Giorgis<F2> 34,556 * 34,556
Richard W. Gohs, Jr. 12,240 * 12,240
Joe M. Graham 3,200 * 3,200
John Gratzianna<F2> 162,767 * 162,767
Jimmie D. Hall<F2> 40,886 * 40,886
Shirley C. Hall 44,292 * 44,292
Dennis E. Harris <F2> 333 * 333
Marvin Ray Harris (F2) 53,963 * 53,963
Robert J. Hill 6,278 * 6,278
Junior Jay<F2> 182,363 * 182,363
Kenneth W. Jenkins<F2> 95,109 * 95,109
Regina E. Jenkins<F2> 98,991 * 98,991
Irvin Johns<F2> 185,715 * 185,715
Thomas C. Johnson 10,971 * 10,971
H. Lorraine Kauff 12,240 * 12,240
Richard L. Kauff<F2> 61,225 * 61,225
W. Howard Kauff<F2> 171,437 * 171,437
Thomas Kittner 4,173 * 4,173
Ronald M. Lewicki<F2> 91,428 * 91,428
John G. Lewis <F2> 56,619 * 56,619
Ken Malpocker<F2> 75,523 * 75,523
Ross A. Malpocker<F2> 75,523 * 75,523
Gregory C. Margolf<F2> 8,571 * 8,571
Michael J. Marinier<F2> 61,866 * 61,866
Harold D. Markle<F2> 35,745 * 35,745
Harold Murphy<F2> 175,452 * 175,452
R. Richard Myers<F2> 115,716 * 115,716
Paul & Wilma Nothern Family Trust 1,599 * 1,599
Thomas Probst 6,191 * 6,191
Martin G. Roberts <F2> 32,571 * 32,571
Ronald Roman<F2> 7,294 * 7,294
Ronald & Sheila Roman 91,525 * 91,525
F. Geoffrey Russell<F2> 47,061 * 47,061
Monica D. Russell 36,420 * 36,420
Saladen, Inc. 12,800 * 12,800
Joyce S. Sanford<F2> 61,099 * 61,099
Carolyn Alm Santos<F2> 119,194 * 119,194
Randall<F2>& Patricia Schranz 62,857 * 62,857
Ray Schreiber 39,571 * 39,571
-10-
<PAGE>
Michael W. Scully<F2> 3,733 * 3,733
June E. Tsakopulos 2,827 * 2,827
Jon Vrchota<F2> 8,160 * 8,160
Jon & Holly Vrchota 8,160 * 8,160
Kurt Vrchota 8,160 * 8,160
Kurt & Jacqueline Vrchota 8,160 * 8,160
Catherine Wareham<F2> 22,953 * 22,953
John Wareham<F2> 33,303 * 33,303
Nancy E. Washam 45,714 * 45,714
William E. Washam<F2> 68,571 * 68,571
William<F2> and Juanita(2) Wehrman, 17,142 17,142
JT
Christopher Wright<F2> 914 * 914
The Merlin Zuiderveen<F2> Trust 55,582 * 55,582
Randall Zuiderveen<F2> 14,682 * 14,682
Richard Zuiderveen<F2> 25,074 * 25,074
--------- ---------
Total 5,753,815 5,753,815
____________________________
* Less than 1%
<FN>
<F1> All of the Shares held by the Selling Shareholders are being
registered hereunder and may be offered pursuant to this Prospectus.
There is no assurance, however, that the Selling Shareholders will sell
any or all of the Shares offered hereby.
<F2> In connection with the above referenced transaction, the Selling
Shareholder entered into an employment agreement with a subsidiary of the
Company pursuant to which he or she agreed to provide certain services to
such subsidiary for a period of three to five years from the closing date
of the acquisition of his or her business by the Company. Under such
employment agreement, the Selling Shareholder is paid an annual salary,
receives options for shares of Common Stock to be issued in accordance
with and upon the terms and conditions of the Company's Stock Option and
Incentive Plan, and may be eligible for an annual bonus, subject to
certain performance criteria, all of which payments and benefits are
comparable to those received by similarly situated employees of the
Company for comparable services.
</TABLE>
-11-
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth the selected consolidated
financial data of the Company, which should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and with the
Company's Consolidated Financial Statements and Notes thereto
included in the Company's Annual Report on form 10-K for the year
ended April 30, 1997 and incorporated herein by reference. The
selected consolidated financial data for the years ended April
30, 1997, 1996 and 1995 have been derived from the consolidated
financial statements of the Company audited by Arthur Andersen
LLP, independent public accountants. The selected consolidated
financial data for the year ended July 31, 1993, the nine months
ended April 30, 1994 and the twelve months ended April 30, 1994
have been derived from the unaudited 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.
<TABLE>
<CAPTION>
TWELVE NINE
MONTHS MONTHS YEAR
ENDED ENDED ENDED
YEARS ENDED APRIL 30, APRIL APRIL JULY
-------------------------- 30, 30, 31,
1997 1996 1995 1994(1) 1994(2) 1993
-------- -------- -------- ------- ------- -------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA:
Net sales............... $292,394 $180,463 $139,779 $94,601 $74,192 $71,554
Costs and expenses:
Cost of operations.... 238,625 148,490 113,439 72,985 57,306 54,751
Selling, general and
administrative
expenses............. 29,740 17,629 14,750 15,273 11,508 13,188
Merger related
expenses............. 452 -- -- -- -- --
Interest expense,
net.................. 620 209 370 409 338 311
-------- -------- -------- ------- ------- -------
Total costs and
expenses............... 269,437 166,328 128,559 88,667 69,152 68,250
Income before income
taxes, extraordinary
gain and cumulative
effect of accounting
change................. 22,957 14,135 11,220 5,934 5,040 3,304
Provision for income
taxes.................. 8,436 5,108 3,736 1,644 1,620 100
-------- -------- -------- ------- ------- -------
Income before
extraordinary gain and
cumulative effect of
accounting change...... 14,521 9,027 7,484 4,290 3,420 3,204
Extraordinary gain on
debt retirement (less
applicable income taxes
of $175 in 1995 and $26
in 1994)............... -- -- 288 1,143 1,143 --
Cumulative effect of
change in accounting
for income taxes....... -- -- -- 781 781 --
Net income.............. 14,521 9,027 7,772 6,214 5,344 3,204
Preferred stock
dividends.............. -- -- -- (66) (38) (111)
-------- -------- -------- ------- ------- -------
Net income available for
common stockholders.... $ 14,521 $ 9,027 $ 7,772 $ 6,148 $ 5,306 $ 3,093
======== ======== ======== ======= ======= =======
Net income per common
share(3):
Before extraordinary
gain and cumulative
effect of accounting
change............... $ 0.35 $ 0.26 $ 0.25 $ 0.20 $ 0.16 $ 0.15
Extraordinary gain on
debt retirement...... -- -- 0.01 0.05 0.05 --
Cumulative effect of
change in accounting
for income taxes..... -- -- -- 0.04 0.04 --
-------- -------- -------- ------- ------- -------
$ 0.35 $ 0.26 $ 0.26 0.29 0.25 0.15
======== ======== ======== ======= ======= =======
Weighted average number
of common & common
equivalent shares
outstanding............ 41,454 34,102 29,428 21,072 21,072 21,072
======== ======== ======== ======= ======= =======
BALANCE SHEET DATA (AT
PERIOD END):
Working capital......... $ 61,980 $ 52,438 $ 19,011 $ -- $ 9,382 $ 2,361
Total assets............ 215,297 123,978 66,018 -- 42,156 31,704
Long-term debt, less
current portion........ 11,282 9,335 5,171 -- 17,848 12,746
Cumulative redeemable
preferred stock........ -- -- -- -- 4,094 4,094
Common shareholders'
equity (deficit)....... 138,783 71,913 32,320 -- 2,443 (201)
</TABLE>
- - --------
(1) The twelve month period ended April 30, 1994 is presented for comparison
only.
(2) In connection with the reorganization preceding the initial public
offering, the Company adopted an April 30 year end.
(3) Net income per common share and the weighted average number of common and
common equivalent shares outstanding are computed after giving retroactive
effect to the 3-for-2 stock split effected on April 12, 1996, the 2-for-1
stock split effected on September 30, 1996, the 3-for-2 stock split
effected on December 30, 1996, and the issuance of 18,472,500 shares of
common stock in connection with the reorganization in April 1994.
-12-
<PAGE>
PLAN OF OFFERING
The Company is registering the Shares on behalf of the
Selling Shareholders. All costs, expenses and fees in connection
with the registration of the Shares offered hereby will be borne
by the Company. Brokerage commissions, if any, attributable to
the sale of Shares will be borne by the Selling Shareholders (or
their donees or pledgees).
The Registration Statement of which this Prospectus is a
part has been filed with the Commission by the Company in
accordance with the terms of the registration rights provisions
of the merger or share exchange agreements entered into among the
Company and the Selling Shareholders in connection with the
transactions in which the Selling Shareholders acquired the
Shares. Such agreements generally required the Selling Shareholders
to place 10% of the Shares they received into escrow for a one or
two year period. Although such escrow shares are registered
hereunder, the Selling Shareholders will not be able to sell such escrow
shares until the applicable escrow period has expired. Such merger or
share exchange agreements also impose certain restrictions on the
transfer of the Shares by the Selling Shareholders other than
with respect to sales pursuant to a registered offering. If the
Selling Shareholders do not sell all of the Shares in this
offering under this Prospectus, they or their pledgees, donees,
transferees or other successors in interest may sell some or all
of the remaining Shares pursuant to Rule 144 under the Act to the
extent available.
Sales of Shares may be effected from time to time in
transactions (which may include block transactions) on the New
York Stock Exchange, in negotiated transactions, or a combination
of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, or at negotiated
prices. The Selling Shareholders have advised the Company that
they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding
the sale of their securities. The Selling Shareholders may
effect such transactions by selling Common Stock directly to
purchasers or to or through broker-dealers which may act as
agents or principals. Such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholder and/or the purchasers of Common
Stock for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary
commissions). The Selling Shareholders and any broker-dealers
that act in connection with the sale of the Common Stock might be
deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act and any commission received by them and any
profit on the resale of the shares of Common Stock as principal
might be deemed to be underwriting discounts and commissions
under the Securities Act. The Selling Shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities
Act. Liabilities under the federal securities laws cannot be
waived.
Because the Selling Shareholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act, the Selling Shareholders will be subject to
-13-
<PAGE>
prospectus delivery requirements under the Securities Act.
Furthermore, in the event of a "distribution" of the shares, such
Selling Shareholder, any selling broker or dealer and any
"affiliated purchasers" may be subject to Rule 10b-6 under the
Securities Exchange Act of 1934, as amended, which Rule would
prohibit, with certain exceptions, any such person from bidding
for or purchasing any security which is the subject of such
distribution until his participation in that distribution is
completed. In addition, Rule 10b-7 under the Exchange Act
prohibits any "stabilizing bid" or "stabilizing purchase" for the
purpose of pegging, fixing or stabilizing the price of Common
Stock in connection with this offering.
There is no assurance that the Selling Shareholders will
sell any or all of the Shares offered hereby. The Company will
receive no proceeds from any sales of the Shares offered hereby
by the Selling Shareholders.
-14-
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the
Shares offered hereby will be passed upon by Kilpatrick Stockton
LLP, Atlanta, Georgia.
EXPERTS
The financial statements and financial statement schedule
incorporated by reference in this prospectus or elsewhere in
the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said reports.
-15-
<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:
Securities and Exchange Commission Registration Fee. . . $25,227.43
Legal Fees and Expenses . . . . . . . . . . . . . . . . 12,000.00
Accountants' Fees and Expenses . . . . . . . . . . . . . 3,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 5,000.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . $45,227.43
==========
All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by the
Company. Brokerage commissions, if any, attributable to the sale
of Shares will be borne by the Selling Shareholders (or their
donees or pledgees).
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 of a corporation 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
II-1
<PAGE>
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.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this
Registration Statement:
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 Charter of the Registrant, as amended
(included as Exhibit 4.1 to the Registrant's Form
S-3 Registration Statement, dated October 15,
1996, File No. 333-14147, previously filed with
the Commission and incorporated herein by
reference).
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).
5.1 Opinion of Kilpatrick Stockton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kilpatrick Stockton LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (set forth on signature
page).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which individually or in the aggregate represent
a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered
would not exceed that which is registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
II-2
<PAGE>
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant 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.
(c) 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.
II-3
<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 Chattanooga, State of Tennessee, on
August 28, 1997.
MILLER INDUSTRIES, INC.
By: /s/ Jeffrey I. Badgley
Jeffrey I. Badgley
President and Co-Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jeffrey I.
Badgley and Adam L. Dunayer, 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 28th day of
August, 1997.
Signature Title
- --------- -----
/s/ WILLIAM G. MILLER Chairman of the Board of Directors
William G. Miller and Co-Chief Executive Officer
/s/ JEFFREY I. BADGLEY President, Co-Chief Executive Officer,
Jeffrey I. Badgley and Director (Principal Executive Officer)
/s/ ADAM L. DUNAYER Vice President, Treasurer and
Adam L. Dunayer Chief Financial Officer
(Principal Financial and
Accounting Officer)
/S/ A. RUSSELL CHANDLER, III Director
A. Russell Chandler, III
<PAGE>
/S/ PAUL E. DRACK Director
Paul E. Drack
/S/ STEPHEN A. FURBACHER Director
Stephen A. Furbacher
/s/ RICHARD H. ROBERTS Director
Richard H. Roberts
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibit
-------- ----------------------
4.1 Charter of the Registrant, as amended
(included as Exhibit 4.1 to the Registrant's Form
S-3 Registration Statement, dated October 15,
1996, File No. 333-14147, previously filed with
the Commission and incorporated herein by
reference).
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).
5.1 Opinion of Kilpatrick Stockton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kilpatrick Stockton LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (set forth on signature
page).
Attorneys at Law
Suite 2800
1100 Peachtree Street
KILPATRICK STOCKTON LLP
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
E-mail: [email protected]
August 29, 1997
Direct Dial: 404.815.6444
Miller Industries, Inc.
3220 Pointe Parkway
Suite 100
Norcross, Georgia 30092
Re: Form S-3 Registration Statement
Gentlemen:
At your request, we have acted as counsel for Miller
Industries, Inc., a Tennessee corporation (the "Company"), in the
preparation of a Registration Statement on Form S-3 (the
"Registration Statement") relating to [5,642,567] shares of Common
Stock, $0.01 par value per share, of the Company (the "Common
Stock"), which may be offered for sale from time to time by certain
selling shareholders (the "Selling Shareholders").
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 the shares of the
Common Stock to be sold by the Selling Shareholders as described in
the Registration Statement were validly issued by the Company and
are fully-paid and nonassessable.
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 STOCKTON LLP
By: /s/ David A. Stockton
David A. Stockton, a partner
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated July 15,
1997 included in Miller Industries, Inc. Form 10-K for the year ended
April 30, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
August 26, 1997
