SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 10, 1997
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MILLER INDUSTRIES, INC.
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(Exact name of Registrant as Specified in its Charter)
Tennessee 0-24298 62-1566286
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(State or other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) Number) Identification No.)
8503 Hilltop Drive
Ooltewah, Tennessee 37363
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (423) 238-4171
Not applicable
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On November 10, 1997, the Registrant issued the two press
releases attached hereto as Exhibits 99.1 and 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99.1 Press Release dated November 10, 1997 regarding Jeffrey I. Badgley.
99.2 Press Release dated November 10, 1997 regarding the RoadOne
acquisition program.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
MILLER INDUSTRIES, INC.
By: /s/ Frank Madonia
Frank Madonia
Vice President, Secretary and
General Counsel
November 10, 1997
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Date
Exhibit 99.1
Badgley to Assume Sole CEO Position
Atlanta, Georgia -- November 7, 1997 -- Miller Industries,
Inc. (MLR-NYSE) today announced that Jeffrey I. Badgley will
assume the position of the Company's sole Chief Executive
Officer. Mr. Badgley has served in increasingly more significant
senior level positions including President, Chief Operating
Officer and most recently Co-CEO, sharing responsibilities with
William G. Miller, Chairman and Co-CEO. To accomplish this phase
of the Company's executive development program, Mr. Miller will
give up the Co-CEO title.
Mr. Miller will continue to serve as Chairman of the Board
and maintain responsibility for the long range strategy of the
Company as well as corporate governance issues. As President and
CEO, Mr. Badgley will continue with responsibility for operating
the business on a day-to-day basis.
Mr. Badgley said "Bill and I have been a great team for
several years. I don't expect that to change. Bill will
continue to focus on what he does best -- figuring out where we
need to be 3 to 5 years from now and I will continue to be
responsible for getting us there."
Mr. Miller said, "I have no intention of retiring. As the
single largest shareholder, I intend to continue to be a very
active Chairman for as long as the shareholders and Board of
Directors want me."
Mr. A. Russell Chandler, an outside director of the Company,
said, "This is business as usual. Our executive development plan
has been in place for some time. Jeff has 23 years experience in
the industry and the Board has total confidence in him to
continue to lead the Company. And as for Bill Miller, you won't
find him behind a desk with his feet propped up -- nothing has
changed but his title."
Miller Industries, Inc. is the world's largest integrated
provider of vehicle towing and recovery equipment, systems and
services with executive offices in Atlanta, Georgia and
manufacturing operations in Tennessee, Pennsylvania, France and
England. Miller Industries 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 RoadOne
(TM).
Exhibit 99.2
Miller Industries, Inc. Announces The Acquisition
of Its 52nd Towing Service Company
ATLANTA, Nov. 10 - Miller Industries, Inc. (NYSE: MLR) today
announced that during the second quarter, it completed 12 towing service
company acquisitions which represent $16 million in historical annual
revenues. The consideration paid for the acquisitions was approximately
950,000 shares of Miller Industries common stock and $2.7 million of
cash. After the close of the second quarter, Miller Industries completed
the acquisition of 2 additional towing service companies. In addition to
the 52 completed transactions, the Company has entered into letters of
intent to acquire 17 more towing service companies. If all of the 17
pending acquisitions under letters of intent are completed, RoadOne will
have 69 operating companies which have an historical annual revenue base
of approximately $135 million. In addition, RoadOne has entered into
affiliate agreements with 547 towing service companies which operate
approximately 3,650 vehicles.
William G. Miller, Chairman of the Board said, "In just eight short
months, we have reached an important milestone in our RoadOne strategy.
Acquiring our 50th towing service company in this short period of time is
a tribute to the team of people that has come together to execute the
strategy. This team includes some of the most successful towing
professionals in the industry and a dedicated corporate staff in
Chattanooga. We are more convinced today about RoadOne's long term
potential than ever before."
Miller Industries is the world's largest integrated provider of
vehicle towing and recovery equipment, systems and services with
executive offices in Atlanta, Georgia and manufacturing operations in
Tennessee, Pennsylvania, France and England. Miller Industries 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 (TM).
Except for historical information contained herein, the matters set
forth in this news release are forward-looking statements. The Company
noted that the forward-looking statements set forth above involve a
number of risks and uncertainties that could cause actual results to
differ materially from any such statement, including the risks and
uncertainties discussed in the Company's Registration Statements filed
August 29, 1997, under the Caption "Risk Factors," which discussion is
incorporated herein by this reference.
