MILLER INDUSTRIES INC /TN/, 424B3, 1997-12-22

MILLER INDUSTRIES INC /TN/
424B3, 1997-12-22
TRUCK & BUS BODIES

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PROSPECTUS DECEMBER 15, 1997

5,000,000 Shares

MILLER INDUSTRIES, INC.
Common Stock

This Prospectus relates to 5,000,000 shares (the "Shares")
of Common Stock, par value $.01 per share (the "Common Stock"),
of Miller Industries, Inc., a Tennessee corporation ("Miller" or
the "Company"), which may be issued from time to time in the
future by the Company on the completion of acquisitions of
assets, businesses and securities, or on the payment of dividends
on or conversion of shares of preferred stock or the conversion
of or payment of interest on convertible notes issued or deferred
payment obligations undertaken in connection with such
acquisitions. No period of time has been fixed within which the
Shares may be offered or sold.

The consideration for acquisitions may consist of shares of
Common Stock, cash, deferred payment obligations, notes,
assumptions of liabilities or a combination thereof as determined
by negotiations between the Company's representatives and the
owners or controlling persons of the business or properties to be
acquired. Factors taken into account in acquisitions include the
quality and reputation of the management, potential earning
power, cash flow and growth potential of the businesses or
properties to be acquired, market value of the Common Stock and
other relevant factors. In addition, the Company may lease
property from and enter into employment, management, consultant
and noncompetition agreements with former owners and key
executive personnel of the businesses to be acquired. The terms
of such acquisitions and of the issuance of Common Stock under
acquisition agreements will generally be determined by direct
negotiations with the owners or controlling persons of the
business or properties to be acquired. The Company's management
anticipates that the Shares issued in any acquisition will be
valued at a price reasonably related to the market price of the
Common Stock, reported as of one or more times during the period
beginning on the date the terms of the acquisition are agreed
upon and ending on the date the Shares are issued and delivered.

This Prospectus may only be used in connection with the
issuance of Common Stock pursuant to acquisitions of businesses
or properties in business combination transactions that would be
exempt from registration but for the possibility of integration
with other transactions. If the issuance of Common Stock in
connection with an acquisition would not be exempt from
registration even if integration is not taken into account, then
offerees of the Common Stock in such an acquisition will be
furnished with copies of this Prospectus, as amended by a
supplement to this Prospectus (a "Prospectus Supplement") or a
post-effective amendment (a "Post-Effective Amendment") to the
Registration Statement on Form S-4 of which this Prospectus is a
part. This Prospectus will be furnished to security holders of
the businesses or properties to be acquired.

If an acquisition has a material financial effect upon the
Company, a Current Report on Form 8-K will be filed subsequent to
the acquisition containing financial and other information about

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the acquisition that would be material to subsequent acquirors of
the Shares offered hereby, including pro forma financial
information for the Company and historical financial information
for the company being acquired. A Current Report on Form 8-K
will also be filed when an acquisition does not have a per se
material effect upon the Company, but if aggregated with other
acquisitions since the date of the Company's most recent audited
financial statements, would have such a material effect as set
forth in Rule 3-05 under Regulation S-X promulgated by the
Securities and Exchange Commission (the "Commission").

All expenses of this offering will be paid by the Company.
No underwriting discounts or commissions will be paid in
connection with the issuance of Shares by the Company in business
combination transactions, although finder's fees may be paid with
respect to specific acquisitions. Any person receiving a
finder's fee may be deemed to be an underwriter within the
meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act").

This Prospectus may not be used in connection with reoffers
and resales by persons who receive Shares covered by this
Prospectus (the "Selling Shareholders") and who may be deemed to
be underwriters within the meaning of Section 2(11) of the
Securities Act unless accompanied by a Prospectus Supplement or
Post-Effective Amendment, if required, naming such persons as
Selling Shareholders and providing other information. Resales or
reoffers by Selling Shareholders may only be made pursuant to
Rule 145(d) under the Securities Act or an exemption from
registration under the Securities Act.

The Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "MLR." On December 12, 1997, the
closing price of the Common Stock, as reported in the NYSE
consolidated reporting system, was $9.875.

SEE "RISK FACTORS" BEGINNING ON PAGE 4 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 date of this Prospectus is December 15, 1997.

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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.

The Company has filed with the Commission a Registration
Statement on Form S-4 (together with any amendments thereto, 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.

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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 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 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.

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

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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. The Company intends to
continue to finance future acquisitions by issuing shares of its
Common Stock. In the event that the Common Stock does not
maintain a sufficient market value, or potential acquisition
candidates are otherwise unwilling to accept Common Stock as part
of the consideration for the sale of their businesses, the
Company may be required to utilize more of its cash resources, if
available, in order to maintain its acquisition program. If the
Company does not have sufficient cash resources, its growth could
be limited unless it is able to obtain additional capital through
debt or equity financings. Although the Company has an
established line of credit, there can be no assurance that the
Company will be able to obtain all the financing it will need in
the future on terms the Company deems acceptable.

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 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

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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
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.

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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
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.

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POSSIBLE ADVERSE EFFECT OF FUTURE SALES OF COMMON STOCK.
The Company has filed a shelf registration statement to register
for sale, from time to time on a continuous basis, an aggregate
of approximately 5.7 million shares of Common Stock, which shares
were issued by the Company as consideration for businesses
acquired by it since August 1996 through August 1997. Future
sales of such shares, 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 or
by contractual provisions negotiated by the Company. As such
restrictions lapse, such securities may be sold to the public.
It is contemplated that any such shares will be issued pursuant
to this Prospectus, as it may be supplemented or amended from
time to time, and thus will no longer be subject to any holding
period under Rule 144. 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
Company's Charter will be amended to eliminate the staggered
board effective with the 1998 annual meeting of shareholders),
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.

BUSINESS

GENERAL

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,

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France and England. The Company markets its towing and recovery
equipment under the well-recognized Century(R), Challenger(R),
Holmes(R), Champion(R), Eagle(R), Jige(R), Boniface(TM) and Vulcan(R)
brand names and markets its towing services under the national
brand name of RoadOne(TM).

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 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 International, Inc., a leading
domestic manufacturer of towing equipment.

On December 10, 1997, the Company acquired Chevron, Inc. a
privately held corporation, headquartered in Mercer,
Pennsylvania. The consideration paid for all the outstanding
shares of Chevron was approximately $10 million in cash. Chevron
is a manufacturer of towing and recovery equipment with annual
revenues of approximately $23 million. Chevron's balance sheet
includes approximately $3.8 million of net indebtedness. Chevron
will operate as an autonomous subsidiary with its own independent
distribution network, and will continue to be based in Mercer, a
few miles from Champion Carrier Corporation, the Company's
existing car carrier facility in Hermitage, Pennsylvania. The
description of the Company's business contained herein has not
been updated to reflect this acquisition.

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. Through the first quarter of
fiscal 1998, the Company, through its RoadOne subsidiary, has
acquired 38 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.

The Company was incorporated under the laws of the State of
Tennessee in April 1994. The Company's principal executive
offices are located at 8503 Hilltop Drive, Ooltewah, Tennessee
37363, and its telephone number is (423) 238-4171.

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ACQUISITIONS

The Company has been pursuing a growth strategy that has
involved acquisitions of a significant number of companies. The
Company uses an internal acquisition team, supplemented as needed
by outside advisors, and its extensive contacts in the towing
service industry, to identify, evaluate, acquire and integrate
towing operators and towing equipment distributors. Acquisition
candidates are evaluated based on stringent criteria in a
comprehensive process which includes operational, legal and
financial due diligence reviews. The Company expects to continue
to pursue acquisitions in the towing service and towing equipment
distribution markets and anticipates financing acquisitions with
issuances of Common Stock, cash and/or borrowings under lines of
credit.

TOWING SERVICE ACQUISITIONS

During fiscal 1997, the Company acquired 29 towing service
companies in separate transactions, none of which were
individually material to the financial results of the Company.
The Company issued an aggregate of approximately 1.6 million
shares of Common Stock and paid approximately $7.5 million of
cash in such transactions which have been accounted for under the
purchase method of accounting, and issued an aggregate of
approximately 2.2 million shares of Common Stock in such
transactions which have been accounted for under the pooling-of-
interests method of accounting. During the first six months of
fiscal 1998, the Company acquired twenty-one (21) additional
towing service companies in separate transactions, none of which
were individually material to the financial results of the
Company. The Company issued an aggregate of approximately
1,038,000 shares of Common Stock and paid approximately $5.6
million in cash in such transactions which have been accounted
for under the purchase method of accounting, and issued an
aggregate of approximately 536,000 shares of Common Stock in such
transactions which have been accounted for under the pooling-of-
interests method of accounting.

At December 15, 1997, the Company had entered into letters
of intent to acquire 19 additional towing service companies in
transactions expected to close over the following twelve weeks.
These transactions are subject to customary conditions, including
completion of due diligence investigations and execution of
definitive acquisition agreements, among others. The Company
intends to continue to aggressively pursue additional purchases
of towing service companies.

TOWING EQUIPMENT DISTRIBUTOR ACQUISITIONS

During fiscal 1997, the Company acquired six towing
equipment distributors in separate transactions, none of which
were individually material to the financial results of the
Company. The Company issued an aggregate of approximately
320,000 shares of Common Stock in such transactions which have
been accounted for under the purchase method of accounting, and
issued an aggregate of approximately 370,000 shares of Common
Stock in such transactions which have been accounted for under
the pooling-of-interests method. Subsequent to April 30, 1997,
the Company acquired four additional towing equipment
distributors in separate transactions, issuing approximately
45,000 shares and paying approximately $865,000 in cash in
transactions accounted for under the purchase method of
accounting, and issuing approximately 151,000 shares of Common

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Stock in acquisitions accounted for under the pooling-of-
interests method. The Company intends to continue to acquire
additional towing equipment distributors, but is not currently a
party to any agreement to acquire any other distributors.

TOWING AND RECOVERY EQUIPMENT MANUFACTURING

The Company offers a broad range of towing and recovery
equipment 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 70% 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.

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 are 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.

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<PAGE>
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.

CAR CARRIERS. 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 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.

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.

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.

VULCAN(R). The Company's Vulcan product line, acquired in
September 1996, includes a range of premium 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.

CHALLENGER(R). The Company's Challenger products compete with
the Century and Vulcan products and constitute a third 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.

-12-<PAGE>
EAGLE(R). 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. Since acquiring them, the Company
has upgraded the quality and features and expanded the recovery
capability of the Eagle products. 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
International 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.

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.

MANUFACTURING PROCESS

The Company manufactures wreckers and car carriers at six
manufacturing facilities located in the United States, France and
England. 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

-13-<PAGE>
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.

TOWING AND RECOVERY EQUIPMENT DISTRIBUTION

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.

Since July 1996, the Company's distribution group has
acquired 10 towing equipment distributors. These distributors are
located in California, Colorado, Florida, Georgia, Illinois,
Mississippi and Missouri and in British Columbia and Ontario,
Canada. The Company intends to continue to acquire additional
towing equipment distributors, but is not currently a party to
any agreement to acquire any other distributors. The acquired
distributors market the Company's products as well as other
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 part of the Company's distribution network.

The Company's sales force, which services the Company's
distribution network, consists of 40 sales representatives, 34 of
whom are Company employees whose responsibilities include
providing administrative and sales support to the entire
distributor base. The remaining 6 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 has developed a diverse customer base consisting
of approximately 150 distributors in North America, who serve all
50 states, Canada and Mexico, and approximately 40 distributors
that serve other foreign markets. During the fiscal year ended
April 30, 1997, no single distributor accounted for more than 5%
of the Company's sales. 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.

-14-<PAGE>
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, Suzuka in Japan, the IMSA "24 Hours at Daytona" and Molson
Indy races, among others.

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

The Company's Financial Services Group commenced operations
in September 1996 to provide financial services to towing and
recovery equipment distributors and towing service companies.
The Company initially offered floor plan financing to
distributors and purchase and lease financing to towing service
operators.

In April 1997, the Company entered into a strategic alliance
with Associates Commercial Corporation to jointly market
financing of the Company's products. Under the exclusive
arrangement, the Company, through its owned and independent
distributors, originates lease and loan financing for its end-
customers, and Associates provides the financing and servicing of
the leases and loans. In return for the Company's marketing
activities, Associates pays a fee based on amounts financed.

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.

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 1997 averaged less than 1% of net sales.
Management believes that the Company maintains adequate general
liability and product liability insurance.

-15-<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.

TOWING SERVICES - ROADONE

In February 1997, the Company formed its towing service
subsidiary, RoadOne, to begin building a national towing service
network. With the acquisition of 50 towing service companies
through the second quarter of fiscal 1998, RoadOne has become the
nation's largest towing service company. The newly acquired
operations are located in Colorado, Florida, Georgia, Illinois,
Indiana, Kentucky, Maryland, Massachusetts, Michigan,
Mississippi, Missouri, Nevada, New Jersey, New York, North
Carolina, Ohio, Oregon, Texas and Washington. RoadOne's corporate
offices are located in Chattanooga, Tennessee.

Historically, the towing service industry has been highly
fragmented, with an estimated 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. As
the Company continues to pursue the acquisition of towing service
companies, management believes that these owned companies, along
with affiliations established with other professional towing
operations, will form an organization capable of offering
commercial industries, as well as the general public, consistent,
high quality service across the nation. The Company's strategy
is to build brand loyalty among towing service 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.

The Company intends to acquire a significant number of
additional towing service operators. The Company has targeted
professional towers, and generally seeks operators who have good
reputations in their markets and solid management willing to
continue in the employment of the Company after the acquisition.
As of December 15, 1997, the Company had acquired 53 towing
service operators, and had entered into letters of intent to
acquire 19 additional towing service operators. These
transactions are subject to customary conditions, including
completion of due diligence investigations and execution of
definitive acquisition agreements, among others.

In order to offer a nationwide towing service, the Company
is establishing an affiliate program under which independent
professional towers who meet the Company's criteria will provide

-16-<PAGE>
towing services under the RoadOne name as "affiliates." RoadOne
affiliates will be offered many of the benefits of Miller-owned
companies, such as product rebates, lower costs for financing and
insurance, quantity buying advantages, national marketing
strength and driver training. The Company's intention is
eventually to sign agreements with a large number of RoadOne
affiliates across the United States.

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.

Historically, the towing service industry has been highly
fragmented, with an estimated 30,000 professional towing
operators in the United States. The Company believes that its
consolidation of a number of these companies will give it brand
loyalty among towing service customers through an emphasis on
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. However, the size of the towing service industry will
mean that the Company's operations will face continued
competition from many operators across the country. These
operators could be consolidated by other individuals or entities,
or they could enter into affiliate relationships with other
companies. In addition, the Company's entry into the towing
service industry presents the risk that its new business could be
viewed as being in competition with other customers of the
Company.

-17-
<PAGE>
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 because it allows the damage-free towing of
newer aerodynamic vehicles made of lighter weight materials.
Patents for this technology were granted to an operating
subsidiary of the Company in 1987 and 1989. These patents expire
in mid-year 2004. This technology, particularly the L-arm device,
is 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 this technology, and successfully settled an infringement
action it brought against another manufacturer. 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,"
"Challenger," "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 "RoadOne,"
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.

EMPLOYEES

At August 31, 1997, the Company employed approximately 3,000
people, including approximately 2,000 employees at RoadOne. None
of the Company's employees is covered by a collective bargaining
agreement, though its employees in France and England have
certain similar rights provided 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

-18-<PAGE>
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
rates, 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.

DESCRIPTION OF PROPERTY

The Company operates three manufacturing facilities in the
United States. The facilities are located in (i) Ooltewah,
Tennessee, (ii) Hermitage, Pennsylvania, and (iii) Greeneville,
Tennessee. The Ooltewah plant, containing approximately 150,000
square feet, produces light and heavy duty wreckers; the
Hermitage plant, containing approximately 95,000 square feet,
produces car carriers; and the Greeneville plant, which was
acquired in January 1997, and contains approximately 100,000
square feet, primarily produces car carriers.

The Company operates two foreign manufacturing facilities
located in the Lorraine region of France, which contain, in the
aggregate, approximately 100,000 square feet, and one in Norfolk,
England, which contains approximately 22,500 square feet.

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. Management believes that
these plant expansions, together with the new car carrier
manufacturing facility and additional training of personnel, will
allow the Company to increase production to meet anticipated
demand for its products.

In connection with its acquisition of 53 towing service
companies, the Company has acquired or entered into leases for
property at over 120 locations in 20 states. These facilities
are utilized as offices for administrative and dispatch
operations, garages for repair and upkeep of towing vehicles, and
lots for storage and impounding of towed cars. RoadOne's
corporate offices are housed in 2,000 square feet of leased space
in Chattanooga, Tennessee.

In connection with its acquisition of 10 towing equipment
distribution companies, the Company has acquired or entered into
leases for property at 12 locations in seven states and two
Canadian provinces. These facilities are used for various
distribution operations.

LEGAL PROCEEDINGS

-19-<PAGE>
the remaining one was filed in the Chancery Court of Hamilton
County, Tennessee. In general, the individual plaintiffs in all
of the cases allege that they were induced to purchase shares of
the Company's common stock on the basis of allegedly actionable
misrepresentations or omissions about the Company and its
business and, as a result were thereby damaged. Four of the
complaints assert claims under Sections 10(b) and 20 of the
Securities Act of 1934. The remaining complaint asserts claims
under Tennessee Code Sections 48-2-121 and 122. The complaints
name as the defendants the Company and various of its present and
former directors and officers. The plaintiffs in three of the
actions which involved claims in Federal Court under the
Securities Exchange Act of 1934 have stated their intention to
consolidate those actions. Motions to dismiss have been or soon
will be filed in each of the cases. The Company denies liability
and intends to vigorously defend these actions.

In addition to the shareholder litigation described above,
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.

USE OF PROCEEDS

This Prospectus relates to shares of Common Stock that the
Company may issue from time to time in connection with proposed
acquisitions by the Company or one or more of its subsidiaries.
The Company will not receive any proceeds from these offerings
other than the value of the businesses or properties acquired by
the Company or one or more of its subsidiaries in the proposed
acquisitions.

-20-
<PAGE>
MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

The Registrant's Common Stock is traded on the New York
Stock Exchange ("NYSE") under the symbol "MLR." The following
table sets forth the quarterly range of high and low sales prices
for the Common Stock for the period from May 1, 1995 through
October 31, 1997. The following prices have been adjusted to
reflect a 3-for-2 stock split effected in April 1996, a 2-for-1
stock split effected in September 1996, and a 3-for-2 stock split
effected in December, 1996, each in the form of a stock dividend.
<TABLE>
<CAPTION>
High Low
-----------------
<S> <C> <C>
FISCAL YEAR ENDED APRIL 30, 1996
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.31 $ 3.67
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.56 $ 3.61
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6.44 $ 4.42
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.29 $ 5.83
FISCAL YEAR ENDED APRIL 30, 1997
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.17 $ 8.50
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17.33 $11.00
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22.88 $14.67
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21.63 $ 9.75
FISCAL YEAR ENDED APRIL 30, 1998
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17.63 $11.88
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.25 $ 8.75
</TABLE>
The approximate number of holders of record and beneficial owners of
Common Stock as of December 12, 1997 was 1,758 and 9,000, respectively.

The Company has never declared cash dividends on the Common Stock.
The Company intends to retain its earnings to finance the expansion of
its business and does not anticipate paying cash dividends in the
foreseeable future. Any future determination as to the payment of cash
dividends will depend upon such factors as earnings, capital
requirements, the Company's financial condition, restrictions in
financing agreements and other factors deemed relevant by the Board of
Directors. The payment of dividends by the Company is restricted by its
revolving credit facility.

-21-
<PAGE>
SELECTED 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. 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, the twelve months ended April 30, 1994 and for the six
months ended October 31, 1997 and October 31, 1996 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.

-22-
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
Six Twelve Nine
Months Months Months Year
Ended Ended Ended Ended
October 31 Years ended April 30 April 30, April 30, July 31,
--------------- --------------------------- --------- --------- --------
1997 1996 1997 1996 1995 1994<F1> 1994<F2> 1993
---- ---- ---- ---- ---- ------- ---- ----
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statements of Income Data:
Net Sales . . . . . . . . . . . . . . .$ 180,080 $ 135,024 $ 292,394 $ 180,463 $ 139,779 $ 94,601 $ 74,192 $ 71,554
Costs and expenses:
Cost of operations . . . . . . . . 143,450 111,756 238,625 148,490 113,439 72,985 57,306 54,751
Selling, general and administrative
expenses . . . . . . . . . . . . 20,469 13,090 29,740 17,629 14,750 15,273 11,508 13,188
Merger related expenses . . . . . . --- --- 452 --- --- --- --- ---
Restructuring Costs 4,100 --- --- --- --- --- --- ---
Interest expense, net . . . . . . . 700 257 620 209 370 409 338 311
--------- -------- -------- -------- -------- -------- ------- -------
Total costs and expenses . . . . . . . . 168,719 125,103 269,437 166,328 128,559 88,667 69,152 68,250
Income before income taxes,
extraordinary gain and cumulative
effect of accounting change . . . . 11,361 9,921 22,957 14,135 11,220 5,934 5,040 3,304
Provision for income taxes . . . . . . . 4,265 3,548 8,436 5,108 3,736 1,644 1,620 100
--------- -------- -------- -------- -------- -------- ------- -------
Income before extraordinary gain and
cumulative effect of accounting
change . . . . . . . . . . . . . . 7,096 6,373 14,521 9,027 7,484 4,290 3,420 3,204
Extraordinary gain on debt retirement
(less applicable income tax 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 . . . . . . . . . . . . . . . 7,096 6,373 14,521 9,027 7,772 6,214 5,344 3,204
Preferred stock dividends . . . . . . . . --- --- --- --- --- (66) (38) (111)
--------- -------- -------- -------- -------- -------- ------- -------

Net income available for common
stockholders . . . . . . . . . . .$ 7,096 $ 6,373 $ 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 . . . . . . . . . . . . . $ 0.15 $ 0.16 $ 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 ---
--------- -------- -------- -------- -------- -------- ------- -------
$ 0.15 $ 0.16 $ 0.35 $ 0.26 $ 0.26 0.29 0.25 $ 0.15
========= ======== ======== ======== ======== ======== ======= =======
Weighted average number of common
and common equivalent shares
outstanding . . . . . . . . . . . . 45,988 39,485 41,454 34,102 29,428 21,072 21,072 21,072
========= ======== ======== ======== ======== ======== ======= =======
BALANCE SHEET DATA (AT PERIOD END):
Working capital . . . . . . . . . . . .$ 67,876 $ 55,794 $ 61,980 $ 52,438 $ 19,011 $ --- $ 9,382 $ 2,361
Total assets . . . . . . . . . . . . . . 245,728 141,586 215,297 123,978 66,018 --- 42,156 31,704
Long-term debt, less current portion . . 32,619 10,390 11,282 9,335 5,171 --- 17,848 12,746
Cumulative redeemable preferred stock . . --- --- --- --- --- --- 4,094 4,094
Common shareholders' equity (deficit) . . 157,319 81,564 138,783 71,913 32,320 --- 2,443 (201)
<FN>
<F1> The twelve month period ended April 30, 1994 is presented for
comparison only.
<F2> In connection with the reorganization preceding the initial public
offering, the Company adopted an April 30 year end.

- 23-
<PAGE>
<F3> 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.
</FN>
</TABLE>

-24-
<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 Condensed Consolidated Financial Statements and Notes
thereto and the Consolidated Financial Statements and Notes
thereto -- appearing elsewhere in this Prospectus.

GENERAL

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 customers. Sales of Company-purchased truck
chassis are included in net sales. Revenue from Company owned
distributors is recorded at the time equipment is shipped to
customers or services are rendered. The towing services division
recognizes revenue at the time services are performed. Margins
are substantially lower on completed recovery vehicles containing
Company-purchased chassis because the markup over the cost of the
chassis is nominal.

The Company's net 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.

RECENT DEVELOPMENTS

As more fully discussed in Note 4 to the unaudited Condensed
Consolidated Financial Statements, during the six months ended
October 31, 1997, the Company acquired a total of twenty one
towing service companies and four towing equipment distributors.

Subsequent to the end of the quarter and as more fully
discussed in Note 7 to the unaudited Condensed Consolidated
Financial Statements, the Company has closed three additional
acquisitions of towing service companies and has executed letters
of intent to acquire 19 additional towing service companies.

Also, subsequent to the end of the quarter and as more fully
discussed in Note 7 to the unaudited Condensed Consolidated
Financial Statements, the Company announced its acquisition of
Chevron, Inc. a manufacturer of towing and recovery equipment.
The consideration paid for all the outstanding shares of Chevron
was approximately $10 million in cash.

As more fully discussed in Note 6 to the unaudited Condensed
Consolidated Financial Statements, in September 1997, the Company
announced its intention to further consolidate its domestic
wrecker production at its Ooltewah, Tennessee facility. The
consolidation entailed the closure of the Olive Branch,
Mississippi facility with the relocation of wrecker production to

-25-
<PAGE>
Ooltewah. The consolidation resulted in a one-time pre-tax
charge of $4.1 million in the second quarter.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS--THREE MONTHS ENDED OCTOBER 31, 1997
COMPARED TO THREE MONTHS ENDED OCTOBER 31, 1996

Net sales for the three months ended October 31, 1997,
increased 27.9% to $94.7 million from $74.1 million for the
comparable period in 1996. The increase in net sales was
primarily the result of higher sales from the manufacturing
operations and the inclusion since the acquisition dates during
the quarter ended October 31, 1997 of sales from the towing
services companies acquired via purchase transactions.

Costs of operations for the three months ended October 31,
1997, increased 24.1% to $76.2 million from $61.4 million for the
comparable period in 1996. Cost of operations as a percentage of
net sales decreased to 80.5% from 83.0%. This reduction was
primarily a result of the Company's towing services division,
which generally has a lower level of operating costs than the
manufacturing and distribution divisions, accounting for a higher
proportion of revenues in the quarter ended October 31, 1997.

Selling, general and administrative expenses for the three
months ended October 31, 1997, increased 44.9% to $10.3 million
from $7.1 million for the comparable period in 1996. As a
percentage of sales, selling, general and administrative expenses
increased from 9.6% to 10.8%. The increase was primarily a
result of the Company's towing services division, which generally
has a higher level of selling, general and administrative costs
as a percentage of sales than the manufacturing and distribution
divisions.

During the second quarter of fiscal 1998, the Company
recorded a one-time pretax charge of $4.1 million for the Olive
Branch, Mississippi facility closure and consolidation of
manufacturing operations.

Net interest expense increased $0.3 million to $0.4 million
for three months ended October 31, 1997 from $0.1 million for the
comparable period in 1996 primarily due to increased borrowings
under the Company's line of credit to fund working capital needs
and additional acquisitions of towing service companies.

RESULTS OF OPERATIONS SIX MONTHS ENDED OCTOBER 31, 1997
COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1996

Net sales for the six months ended October 31, 1997
increased 33.4% to $180.1 million from $135.0 million for the
comparable period in 1996. The increase in net sales was
primarily due to the result of higher sales from the
manufacturing operations and the inclusion since the acquisition
dates during the six months ended October 31, 1997 of sales from
the distribution and towing services companies acquired via
purchase transactions.

Cost of operations increased 28.4% to $143.5 million for the
six months ended October 31, 1997 from $111.8 million for the
comparable period in 1996. Cost of operations as a percentage of

-26-<PAGE>
net sales decreased from 82.8% to 79.7%. This net decrease is
attributed to the Company's towing services division, which
generally has a lower level of operating costs than the
manufacturing and distribution division, accounting for a higher
portion of revenues for the six months ended October 31, 1997.

Selling, general and administrative expenses increased 56.4%
to $20.5 million for the six months ended October 31, 1997 from
$13.1 million for the comparable period of 1996. As a percentage
of sales, selling general and administrative expenses increased
from 9.7% to 11.4%. The increase related primarily to the
Company's towing services division, which generally has a higher
level of selling, general and administrative costs as a percent
of sales than the manufacturing and distribution divisions.

Net interest expense increased $0.4 million to $0.7 million
for the six months ended October 31, 1997 from $0.3 million for
the six months ended October 31, 1996 primarily due to increased
borrowings under the Company's line of credit to fund working
capital needs and additional acquisitions of distributors and
towing service companies.

YEAR ENDED APRIL 30, 1997 COMPARED TO YEAR ENDED APRIL 30,
1996

Net sales for the year ended April 30, 1997 increased 62.0 %
to $292.4 million from $180.5 million for the comparable period
in 1996. The increase in net sales was primarily the result of
(i) higher unit sales in all of the Company's manufacturing
product lines, (ii) the inclusion for a full year of sales of the
two European manufacturing operations acquired in January and
April 1996, (iii) the inclusion since the acquisition dates in
fiscal 1997 of sales from the distributors and towing service
companies acquired via purchase transactions, (iv) a higher level
of sales by the Company-owned distributors and the towing service
companies acquired in fiscal 1997 in pooling-of-interests
transactions and, (v) an increase in sales of truck chassis sold
by the domestic manufacturing operations to third parties.

Costs of operations as a percentage of net sales decreased
slightly to 81.6% for the year ended April 30, 1997 from 82.3%
for the comparable prior year period. This reduction was
primarily a result of the Company's towing service division,
which generally has a lower level of operating costs than the
manufacturing and distribution division, accounting for a higher
proportion of revenue in fiscal 1997.

Selling, general and administrative expenses for fiscal 1997
increased 68.7% to $29.7 million from $17.6 million for the
comparable period of fiscal 1996. The increase was due primarily
to the impact of the significant expansion of the Company's
business referred to above and to incremental resources added to
support the Company's growth. As a percentage of net sales,
selling, general and administrative expenses increased slightly
from 9.8% in fiscal 1996 to 10.2% in fiscal 1997 primarily as a
result of the Company's towing services division, which generally
has a higher level of selling, general and administrative costs
than the manufacturing and distribution division.

-27-<PAGE>
Net interest expense for fiscal 1997 increased $.4 million
to $.6 million from $.2 million for fiscal 1996 primarily due to
interest expense of the businesses acquired in fiscal 1997
exceeding the interest income from the investment of available
cash balances.

The effective rate of the provision for income taxes was
36.7% for fiscal 1997 and 36.1% for fiscal 1996.

YEAR ENDED APRIL 30, 1996 COMPARED TO YEAR ENDED APRIL 30,
1995

Net sales for the year ended April 30, 1996 increased 29.1 %
to $180.5 million from $139.8 million for the comparable period
in 1995. The increase in net sales was primarily the result of
(i) higher unit sales in all of the Company's manufacturing
product lines, (ii) the inclusion of sales in fiscal 1996 of
sales of Jige Lohr following its acquisition in January 1996,
(iii) a higher level of sales by the Company-owned distributors
and the towing service companies acquired in fiscal 1997 in
pooling-of-interests transactions and, (iv) an increase in sales
of truck chassis sold by the domestic manufacturing operations to
third parties.

Costs of operations as a percentage of net sales increased
slightly to 82.3% for the year ended April 30, 1996 from 81.2%
for the comparable prior year period due primarily to the impact
of truck chassis cost of sales being at a higher relative level
in fiscal 1996 than in fiscal 1995.

Selling, general and administrative expenses for fiscal 1996
increased 19.5% to $17.6 million from $14.8 million for the
comparable period of fiscal 1995. The increase was due primarily
to the impact of higher expenses in the towing service companies
accounted for using the pooling-of-interests method of
accounting, higher commission expenses resulting from higher
sales, and higher general and administrative expenses incurred to
support the increased sales and the Company's fiscal 1996
acquisitions. As a percentage of net sales, selling, general and
administrative expenses decreased slightly to 9.8% in fiscal 1996
from 10.6% in fiscal 1995.

Net interest expense for fiscal 1996 decreased $.2 million
to $.2 million from $.4 million for fiscal 1995 primarily due to
the investment of cash generated from the January 1996 stock
offering.

The effective rate of the provision for income taxes was
36.1% for fiscal 1996 and 33.3% for fiscal 1995. The increase was
due primarily to the higher level of taxes incurred in fiscal
1996 by the towing service companies accounted for using the
pooling-of-interests method of accounting.

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 and debt financing and, since August 1994, in part from the

-28-<PAGE>
proceeds from its initial public offering and its subsequent
public offerings completed in January 1996 and November 1996. The
net proceeds of the public offerings were used to repay long-term
debt, including that of acquired companies, redeem cumulative
preferred stock of a wholly owned subsidiary, increase working
capital, provide funds for capital expenditures, acquire
businesses, and for other general corporate purposes.

Cash flows used in operating activities were $10.2 million
for the six month period ended October 31, 1997 as compared to
$9.7 million for the comparable period of 1996. Cash used in
operating activities was $11.0 million for the year ended April
30, 1997 as compared to $1.6 million provided by operations for
the comparable period of 1996. The cash used in operating
activities in fiscal 1997 and the first six months of fiscal 1998
was primarily for the purpose of supporting the growth of the
business in both manufacturing and distribution.

Cash used in investing activities was $10.8 million for the
six month period ended October 31, 1997 compared to $18,000
provided by investing activities for the comparable period in
1996. Cash used in investing activities was $22.9 million for
the year ended April 30, 1997 compared to $13.6 million for the
year ended April 30, 1996. The cash used in investing activities
was primarily for the acquisition of companies and for capital
expenditures, including the acquisition of a car carrier
production plant in fiscal 1997, and equipment purchases.

Cash provided by financing activities was $14 million for
the six month period ended October 31, 1997 compared to $2.2
million used in financing activities for the comparable period in
the prior year. The cash was provided primarily by borrowing
under the Company's lines of credit. Cash provided by financing
activities was $17.3 million for the year ended April 30, 1997
compared to $33.3 million for the comparable period in 1996. In
November 1996, the Company completed a public offering of its
Common Stock which resulted in net proceeds after underwriting
discounts and offering expenses of $29.2 million. The net
proceeds were used to repay debt, including that of acquired
companies, purchase a car carrier production plant in January
1997, for other capital expenditures, for working capital, for
the acquisition of companies, and for other general corporate
purposes.

The Company has a $50 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 rate plus 0.8%. At October 31,
1997, $24.7 million was outstanding under the Credit Facility.
In December 1997, the Company increased its borrowing capacity
under the Credit Facility from $50 million to $60 million. The
Credit Facility imposes restrictions on the Company with respect
to the maintenance of certain financial ratios, the incurrence of
indebtedness, the sale of assets, mergers, capital expenditures,
and the payment of dividends.

The Company is currently increasing the capacity of its
plant in Ooltewah, Tennessee. In January 1997 the Company
purchased a car carrier manufacturing facility in Greeneville,
Tennessee and is currently increasing its capacity. Capital
expenditures remaining for these expansions and additional
equipment are expected to be approximately $2.0 million. The

-29-<PAGE>
Company has expended approximately $6.5 million for the purchase
of companies during the six months ended October 31, 1997.
Excluding the capital commitments set forth above, the Company
has no other pending material capital commitments. The Company
believes that cash on hand, cash flows from operations and unused
borrowing capacity under the Credit Facility will be sufficient
to fund its operating needs, capital expenditures and debt
service requirements for the next fiscal year. Management
continually evaluates potential strategic acquisitions. 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 February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No.
128, "Earnings Per Share," which establishes new standards for
computing and presenting earnings per share ("EPS"). SFAS No. 128
is effective for financial statements issued for periods ending
after December 15, 1997, including interim periods. Early
adoption is not permitted and upon initial application, all prior
period EPS data is required to be restated. The adoption of SFAS
No. 128 will not have a material effect on the Company's EPS
amounts.

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 included in or 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.

-30-
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

INDEX
Page Number
Description In Report

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Public Accountants................................ F-1
Consolidated Balance Sheets as of April 30, 1997 and 1996............... F-2
Consolidated Statements of Income for the years ended
April 30, 1997, 1996, and 1995....................................... F-3
Consolidated Statements of Shareholders' Equity for the years
ended April 30, 1997, 1996, and 1995................................. F-4
Consolidated Statements of Cash Flows for the years ended
April 30, 1997, 1996, and 1995....................................... F-5
Notes to Consolidated Financial Statements.............................. F-6

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Balance Sheets as of
October 31, 1997 and April 30, 1997.................................. F-17

Condensed Consolidated Statements of Income
for the Three Months and Six Months Ended
October 31, 1997 and 1996............................................ F-18

Condensed Consolidated Statements of Cash Flows
for the Six Months Ended October 31, 1997 and 1996................... F-19

Notes to Condensed Consolidated Financial
Statements........................................................... F-20

-31-
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying consolidated balance sheets
of MILLER INDUSTRIES, INC. (a Tennessee corporation) AND
SUBSIDIARIES as of April 30, 1997 and 1996 and the related
consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended April 30,
1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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 provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Miller Industries, Inc. and subsidiaries as of April 30, 1997
and 1996 and the results of their operations and their cash flows
for each of the three years in the period ended April 30, 1997 in
conformity with generally accepted accounting principles.

Arthur Andersen LLP

Chattanooga, Tennessee
July 15, 1997 (except with respect to the matter discussed in
Note 17, as to which the date is September 24, 1997)

F-1
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

April 30, 1997 and 1996
(In thousands, except share data)
<TABLE>
<CAPTION>
1997 1996
---- ----
A S S E T S
<S> <C> <C>
CURRENT ASSETS:
Cash and temporary investments . . . . . . . . . . . . . . . . . . . . $ 8,508 $ 25,117
Accounts receivable, net of allowance for doubtful
accounts of $1,774 and $1,265 in 1997 and 1996, respectively . . . 49,844 33,650
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,574 32,432
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . 4,541 1,485
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . 1,885 1,614
--------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . . . 125,352 94,298
PROPERTY, PLANT, AND EQUIPMENT, net . . . . . . . . . . . . . . . . . . . . 49,171 23,309
GOODWILL, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,916 5,107
PATENTS, TRADEMARKS, AND OTHER PURCHASED PRODUCT
RIGHTS, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 908 976

OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,950 288
--------- --------
$ 215,297 $123,978
========= ========
L I A B I L I T I E S A N D S H A R E H O L D E R S ' E Q U I T Y

CURRENT LIABILITIES:
Current portion of long term obligations . . . . . . . . . . . . . . . $ 4,479 $ 1,414
Line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1,301
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,548 28,017
Accrued liabilities and other . . . . . . . . . . . . . . . . . . . . 20,345 11,128
--------- --------
Total current liabilities . . . . . . . . . . . . . . . . . . . 63,372 41,860
--------- --------
LONG TERM OBLIGATIONS, less current portion . . . . . . . . . . . . . . . . 11,282 9,335
--------- --------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,860 870
--------- --------
COMMITMENTS AND CONTINGENCIES (Notes 3, 7, 8 and 10)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 5,000,000 shares authorized,
none issued or outstanding . . . . . . . . . . . . . . . . . . . . 0 0
Common stock, $.01 par value; 100,000,000 shares authorized, 42,480,202
and 37,312,478 shares issued and outstanding at 1997 and 1996,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . 425 373
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . 110,773 54,808
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . 28,027 16,749
Cumulative translation adjustment . . . . . . . . . . . . . . . . . . (442) (17)
--------- --------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . 138,783 71,913
--------- --------
$ 215,297 $123,978
========= ========
</TABLE>

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

F-2
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended April 30, 1997, 1996, and 1995
(In thousands, except per share data)
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
NET SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 292,394 $ 180,463 $ 139,779
------- ------- -------
COSTS AND EXPENSES:
Costs of operations . . . . . . . . . . . . . . . . . . . 238,625 148,490 113,439
Selling, general, and administrative expenses . . . . . . 29,740 17,629 14,750
Merger related expenses . . . . . . . . . . . . . . . . . 452 0 0
Interest expense, net . . . . . . . . . . . . . . . . . . 620 209 370
------- ------- -------
Total Costs and Expenses . . . . . . . . . . . . . . . 269,437 166,328 128,559
------- ------- -------
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY GAIN . . . . . . . . . . . . . . . . . . . . 22,957 14,135 11,220
PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . . . . 8,436 5,108 3,736
------- ------- -------
INCOME BEFORE EXTRAORDINARY GAIN . . . . . . . . . . . . . . . 14,521 9,027 7,484
EXTRAORDINARY GAIN ON DEBT RETIREMENT
(less applicable income taxes of $175) . . . . . . . . . . 0 0 288
------- ------- -------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,521 $ 9,027 $ 7,772
======= ======= =======
NET INCOME PER SHARE:
Before extraordinary gain on debt retirement . . . . . . . $ 0.35 $ 0.26 $ 0.25
Extraordinary gain on debt retirement . . . . . . . . . . 0.00 0.00 0.01
------- ------- -------
$ 0.35 $ 0.26 $ 0.26
======= ======= =======
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING . . . . . . . . . . . . . . 41,454 34,102 29,428
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.

F-3
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

For The Years Ended April 30, 1997, 1996, and 1995
(In thousands, except share data)
<TABLE>
<CAPTION>
Additional Cumulative
Common Paid-In Retained Translation
Stock Capital Earnings Adjustment Total
----- --------- ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, April 30, 1994 . . . . . . . . . . . . $ 211 $ 1,188 $ 1,747 $ 0 $ 3,146
Issuance of 10,735,314 common shares
through initial public offering . . . . . 107 22,103 0 0 22,210
Unamortized restructuring credit from
redemption of preferred stock . . . . . . 0 694 0 0 694
Distributions to former
shareholders of Pooled Entities . . . . . 0 0 (789) 0 (789)
Net income . . . . . . . . . . . . . . . . . 0 0 7,772 0 7,772
------ ------- ------ ------ -------

BALANCE, April 30, 1995 . . . . . . . . . . . . 318 23,985 8,730 0 33,033
Issuance of 5,400,000 common shares
through a public offering . . . . . . . . 54 30,124 0 0 30,178
Issuance of 80,502 shares in acquisition . . 1 614 0 0 615
Exercise of stock options . . . . . . . . . 0 37 0 0 37
Other stock issuance . . . . . . . . . . . . 0 48 0 0 48
Distributions to former
shareholders of Pooled Entities . . . . . 0 0 (1,008) 0 (1,008)
Net income . . . . . . . . . . . . . . . . . 0 0 9,027 0 9,027
Net translation adjustments . . . . . . . . 0 0 0 (17) (17)
------ ------- ------ ------ -------

BALANCE, April 30, 1996 . . . . . . . . . . . . 373 54,808 16,749 (17) 71,913
Exercise of stock options . . . . . . . . . 6 540 0 0 546
Tax benefit of exercise of stock options . . 0 630 0 0 630
Issuance of 1,943,028 common
shares through a public offering . . . . . 19 29,225 0 0 29,244
Issuance of 2,709,503 common shares
in acquisitions . . . . . . . . . . . . . 27 25,570 (2,530) 0 23,067
Distributions to former
shareholders of Pooled Entities . . . . . 0 0 (713) 0 (713)
Net income . . . . . . . . . . . . . . . . . 0 0 14,521 0 14,521
Net translation adjustments . . . . . . . . 0 0 0 (425) (425)
------ ------- ------ ------ -------
BALANCE, April 30, 1997 . . . . . . . . . . . . $ 425 $110,773 $28,027 $ (442) $138,783
====== ======= ====== ====== =======
</TABLE>

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

F-4
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended April 30, 1997, 1996 and 1995
(In thousands)
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,521 $ 9,027 $ 7,772
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . 5,782 2,762 2,017
Gain on disposals of property, plant, and equipment . . . . . . (170) (161) (130)
Extraordinary gain on debt retirement . . . . . . . . . . . . . 0 0 (288)
Deferred income tax (benefit) provision . . . . . . . . . . . . (703) 373 140
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . (10,385) (9,836) (9,894)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . (20,442) (6,857) (9,187)
Prepaid expenses and other . . . . . . . . . . . . . . . . . . 1,312 (454) (211)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . (1,124) 5,827 9,501
Accrued liabilities and other . . . . . . . . . . . . . . . . 200 900 (657)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . 0 18 (20)
-------- ------- --------
Net cash (used in) provided by operating activities . . . . (11,009) 1,599 (957)
-------- ------- --------
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment . . . . . . . . . . . . . (11,073) (10,407) (4,032)
Proceeds from sales of property, plant, and equipment . . . . . . . . 297 449 165
Payment received on notes receivable . . . . . . . . . . . . . . . . 0 0 39
Proceeds from sale of finance receivables . . . . . . . . . . . . . . 24,596 0 0
Acquisition of businesses, net of cash acquired . . . . . . . . . . . (7,701) (3,567) 0
Funding of finance receivables . . . . . . . . . . . . . . . . . . . (28,679) 0 0
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (304) (91) (165)
-------- ------- --------
Net cash used in investing activities . . . . . . . . . . . (22,864) (13,616) (3,993)
-------- ------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock . . . . . . . . . . . . . . . 29,244 30,178 22,210
Proceeds from exercise of stock options . . . . . . . . . . . . . . . 546 37 0
Net borrowings (payments) under line of credit . . . . . . . . . . . (5,236) (522) 1,564
Borrowings under long term obligations . . . . . . . . . . . . . . . 1,374 6,346 1,176
Payments on long term obligations . . . . . . . . . . . . . . . . . . (7,365) (1,771) (13,219)
Redemption of preferred stock . . . . . . . . . . . . . . . . . . . . 0 0 (3,400)
Distributions to former shareholders of Pooled Entities . . . . . . . (713) (1,008) (789)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (560) 0 (225)
-------- ------- --------
Net cash provided by financing activities . . . . . . . . . 17,290 33,260 7,317
-------- ------- --------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND TEMPORARY INVESTMENTS . . . . . . . . . . . . . . . . . (26) (2) 0
NET INCREASE (DECREASE) IN CASH AND
TEMPORARY INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . (16,609) 21,241 2,367
CASH AND TEMPORARY INVESTMENTS, beginning of year . . . . . . . . . . 25,117 3,876 1,509
-------- ------- --------
CASH AND TEMPORARY INVESTMENTS, end of year . . . . . . . . . . . . $ 8,508 $ 25,117 $ 3,876
======== ======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest . . . . . . . . . . . . . . . . . . . $ 1,298 $ 430 $ 388
======== ======= =======
Cash payments for income taxes . . . . . . . . . . . . . . . . . $ 7,898 $ 4,826 $ 3,027
======== ======= =======

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

F-5
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 1997 and 1996

1. ORGANIZATION AND NATURE OF OPERATIONS

Miller Industries, Inc. and subsidiaries ("the Company") is
an integrated provider of vehicle towing and recovery equipment,
systems and services. The principal markets for the towing and
recovery equipment are independent distributors and users of
towing and recovery equipment located primarily throughout the
United States, Canada, Europe, Asia, 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 on which towing and recovery equipment are
installed are either purchased by the Company or provided by
customers.

The Company markets its towing and recovery services in the
United States through its wholly owned subsidiary RoadOne, Inc.
("RoadOne").

At various dates during 1997, the Company acquired certain
companies in separate transactions that have been accounted for
as poolings of interests. These companies are referred to
collectively as the "Pooled Entities." Prior periods have been
restated to include the operating results of all material
pooling-of-interests transactions. See Note 3, Business
Combinations, for further discussion of these transactions.

On August 9, 1994, the Company completed an initial public
offering of 10,735,314 shares of its common stock at $2.33 per
share (the "Offering"). The net proceeds of the Offering were
used to repay long-term obligations, redeem cumulative preferred
stock of a wholly owned subsidiary, increase working capital, and
provide funds for capital additions and other general corporate
purposes.

On January 31, 1996, the Company completed a public offering
of 5,400,000 shares of previously unissued common stock at $6.11
per share. The net proceeds were used to repay long-term
obligations, increase working capital, and provide funds for
capital additions and other general corporate purposes.

On November 12, 1996, the Company completed a public
offering of 1,943,028 shares of previously unissued common stock
at $16.17 per share. The net proceeds were used to fund RoadOne
acquisitions and increase working capital.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 and disclosure of contingent 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 consolidated financial statements include
the accounts of Miller Industries, Inc. and its subsidiaries.
All significant intercompany transactions and balances have been
eliminated.

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.

F-6
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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, 1997 and 1996 consisted of the following (in thousands):

</TABLE>
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Chassis . . . . . . . . . . . . . . . . . . . . . . $18,837 $ 7,188
Raw materials . . . . . . . . . . . . . . . . . . . 16,257 11,505
Work in process . . . . . . . . . . . . . . . . . . 7,843 7,155
Finished goods . . . . . . . . . . . . . . . . . . . 17,637 6,584
------- --------
$60,574 $ 32,432
======= =========
</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 30 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.

Property, plant, and equipment at April 30, 1997 and 1996 consisted
of the following (in thousands):
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Land . . . . . . . . . . . . . . . . . . . . . . . . $ 3,181 $ 1,852
Buildings and improvements . . . . . . . . . . . . . 16,550 12,472
Machinery and equipment . . . . . . . . . . . . . . 39,302 17,439
Furniture, fixtures, and vehicles . . . . . . . . . 9,402 2,210
Construction in progress . . . . . . . . . . . . . . 1,193 781
-------- --------
69,628 34,754
Less accumulated depreciation . . . . . . . . . . . (20,457) (11,445)
-------- --------
Property, plant, and equipment, net . . . . . . . . $ 49,171 $ 23,309
======== ========
</TABLE>

NET INCOME PER SHARE

Net income per share is calculated using the weighted average number
of common and common equivalent shares outstanding.

In April 1996, September 1996, and December 1996, the Company
effected a three-for-two, a two-for-one, and a three-for-two common stock
split, respectively, each in the form of a stock dividend. All
historical share and per share amounts have been retroactively restated
to reflect the common stock splits.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share," which establishes new standards for computing and presenting
earnings per share ("EPS"). SFAS No. 128 is effective for financial
statements issued for periods ending after December 15, 1997, including
interim periods. Early adoption is not permitted, and upon initial
application, all prior period EPS data is required to be restated. The
adoption of SFAS No. 128 will not have a material effect on the Company's
EPS amounts.

F-7-
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

GOODWILL

Goodwill is being amortized on a straight-line basis over 40 years.
The Company periodically evaluates whether events and circumstances have
occurred which would indicate that the goodwill is not recoverable.
Accumulated amortization of goodwill was $831,000 and $578,000 at April
30, 1997 and 1996, respectively. Amortization expense for 1997, 1996,
and 1995 was $253,000, $101,000, and $100,000, 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, 1997 and 1996 was $315,000 and $251,000, respectively.
Amortization expense for 1997, 1996, and 1995 was $64,000, $73,000, and
$64,000, respectively.

ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other consisted of the following at April 30,
1997 and 1996 (in thousands):

1997 1996
---- ----
<S> <C> <C>
Accrued wages, commissions, bonuses, and benefits . $ 4,153 $ 2,565
Accrued income taxes . . . . . . . . . . . . . . . . 3,159 2,217
Other . . . . . . . . . . . . . . . . . . . . . . . 13,033 6,346
------- -------
$ 20,345 $ 11,128
======= =======
</TABLE>

PRODUCT WARRANTY

The Company provides a one-year limited product and service warranty
on certain of its products. The Company provides for the estimated cost
of this warranty at the time of sale. Warranty expense for 1997, 1996,
and 1995 was $1,057,000, $618,000, and $941,000, respectively.

STOCK-BASED COMPENSATION

Effective May 1, 1996, the Company adopted SFAS No. 123, "Accounting
for Stock-Based Compensation." This statement defines a fair value based
method of accounting for an employee stock option or similar equity
instrument. However, it also allows an entity to continue to measure
compensation for these plans using the intrinsic value based method of
accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB
No. 25"). The Company has elected to continue to account for its stock
compensation plans under APB No. 25. Pro forma disclosures of net income
and net income per share, as if the fair value based method of accounting
defined in SFAS No. 123 had been applied, are presented in Note 6.

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

Revenue is recorded by the Company when equipment is shipped to
independent distributors or other customers. Revenue from towing
services is recognized when services are performed.

F-8
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

3. BUSINESS COMBINATIONS

During fiscal 1996, the Company purchased all of the outstanding
capital stock of two European manufacturers of towing and recovery
equipment at a total purchase price of $4,641,000, consisting of
$4,026,000 in cash and $615,000 (80,502 shares) of newly issued common
stock. These acquisitions have been accounted for under the purchase
method, and their operating results have been included in the Company's
consolidated results of operations from their respective dates of
acquisition. The impact of the acquisitions on consolidated pro forma
net sales, net income, and net income per share as if the acquisitions
had taken place at the beginning of fiscal 1995, was not significant for
1996 and 1995.

In September 1996, the Company acquired all of the outstanding
capital stock of Vulcan International, Inc. ("Vulcan"), a manufacturer of
towing and recovery equipment, for $8,690,000 (761,193 shares) of newly
issued common stock. The acquisition was accounted for under the
pooling-of-interests method. Accordingly, prior periods have been
restated to include Vulcan's operating results.

During fiscal 1997, the Company purchased all of the outstanding
capital stock of 3 distributors of towing and recovery equipment in
separate transactions for an aggregate purchase price of $4,073,000 which
consisted of 318,157 shares of common stock. The Company also purchased
all of the outstanding common stock of 13 towing service companies in
separate transactions for an aggregate purchase price of $29,239,000
which consisted of $7,479,000 in cash and $21,760,000 (1,639,491 shares)
of common stock. These acquisitions have been accounted for using the
purchase method of accounting, and their operating results have been
included in the Company's consolidated results of operations from the
respective dates of acquisition. The financial statements reflect the
preliminary allocation of purchase price as the purchase price has not
been finalized for all transactions. The excess of the aggregate
purchase price over the estimated fair value of assets acquired of
approximately $32,062,000 has been recognized as a component of goodwill
in the accompanying consolidated balance sheet at April 30, 1997.

Also during fiscal 1997, the Company purchased all of the
outstanding capital stock of an additional 3 distributors of towing and
recovery equipment in separate transactions for an aggregate purchase
price of $4,395,000 which consisted of 371,320 shares of common stock.
The Company also purchased all of the outstanding common stock of 16
towing service companies in separate transactions for an aggregate
purchase price of $28,053,000 which consisted of $250,000 in cash and
$27,803,000 (2,217,680 shares) of common stock. These acquisitions were
accounted for using the pooling-of-interests method of accounting. Prior
periods have been restated to include the operating results of all
material pooling-of-interests transactions.

The impact of the restatement for the Pooled Entities on the
consolidated results of operations of the Company for 1996 and 1995 is as
follows (in thousands):
<PAGE>
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Net sales:
As previously reported . . . . . . . . . . . . $182,741 $ 125,706 $ 94,722
Pooled Entities . . . . . . . . . . . . . . . 109,653 54,757 45,057
As restated . . . . . . . . . . . . . . . $292,394 $ 180,463 $ 139,779
Income before extraordinary gain:
As previously reported . . . . . . . . . . . . $ 10,416 $ 7,793 $ 5,406
Pooled Entities . . . . . . . . . . . . . . . 4,105 1,234 2,078
As restated . . . . . . . . . . . . . . . $ 14,521 $ 9,027 $ 7,484

Net income:
As previously reported . . . . . . . . . . . . $ 10,416 $ 7,793 $ 5,694
Pooled Entities . . . . . . . . . . . . . . . 4,105 1,234 2,078
As restated . . . . . . . . . . . . . . . $ 14,521 $ 9,027 $ 7,772
</TABLE>

F-9<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The following unaudited pro forma summary combines the results of
operations of all 1997 purchase combinations, the immaterial pooling-of-
interests combinations, and the Company as if these combinations had
occurred at the beginning of fiscal 1996 after giving effect to certain
adjustments, including amortization of intangible assets and related
income tax effects. The pro forma summary does not necessarily reflect
the results of operations as they would have been if the Company and
these acquisitions had constituted a single entity during these periods
(in thousands, except share data).

<TABLE>
<CAPTION>
1997 1996
---------------------------- ----------------------------
As Reported Pro Forma As Reported Pro Forma
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Net sales $ 292,394 $ 341,668 $ 180,463 $ 276,323
========= ========= ========= =========
Net income $ 14,521 $ 13,727 $ 9,027 $ 10,008
========= ========= ========= =========
Net income per share $ 0.35 $ 0.32 $ 0.26 $ 0.28
========= ========= ========= =========
</TABLE>

Subsequent to April 30, 1997, the Company acquired an additional
four distributors of towing and recovery equipment and five towing
service companies in separate transactions, issuing in the aggregate
approximately 497,000 shares of common stock and paying approximately
$2,875,000 in cash. These transactions have been accounted for under the
purchase method of accounting.

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

Upon consummation of the initial public offering, the Company
retired certain obligations including previously restructured long-term
obligations, which resulted in a gain of $288,000. Such amount is
reflected as an extraordinary gain in the accompanying 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 was reflected as a
credit to paid-in capital in 1995.

5. LONG-TERM OBLIGATIONS AND LINES OF CREDIT

LONG-TERM OBLIGATIONS

Long-term obligations consisted of the following at April 30, 1997
and 1996 (in thousands):

<PAGE>
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Mortgage notes payable, interest at rates from 3% to 6.88%, payable
in monthly installments, maturing 2003 to 2011 . . . . . . . . . $ 2,344 $ 2,510
Equipment notes payable, interest at rates from 6.5% to 13.75%,
payable in monthly installments, maturing 1997 to 2005 . . . . . 12,015 5,539
Other notes payable . . . . . . . . . . . . . . . . . . . . . . . . 1,402 2,700

-------- --------
15,761 10,749
Less current portion . . . . . . . . . . . . . . . . . . . . . . . . (4,479) (1,414)
-------- --------
$ 11,282 $ 9,335
======== ========
</TABLE>
F-10<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

At April 30, 1997, maturities of long-term obligations (excluding
future cash outflows for interest) for the next five fiscal years are as
follows (in thousands):

1998 . . . . . . . . . . . . . . $4,479
1999 . . . . . . . . . . . . . . 3,982
2000 . . . . . . . . . . . . . . 2,545
2001 . . . . . . . . . . . . . . 1,662
2002 . . . . . . . . . . . . . . 977

Certain equipment and manufacturing facilities are pledged as
collateral under the mortgage notes payable.

LINE OF CREDIT

At April 30, 1997, the Company had an unsecured revolving credit
facility of $50,000,000 (the "Revolver") for working capital and other
general corporate purposes. Borrowings under the Revolver bear interest
at rate LIBOR plus 0.8%, (6.69% at April 30, 1997) and include a
commitment fee on the daily unused balance. The weighted average
interest rate for borrowings outstanding under the Revolver during 1997
was approximately 6.88%. Interest is payable monthly and the Revolver is
renewable on an annual basis. There were no borrowings outstanding under
the Revolver at April 30, 1997.

The Revolver imposes restrictions on the company with respect to the
maintenance of certain financial ratios, the incurrence of indebtedness,
the sale of assets, mergers, capital expenditures, and the payment of
dividends.

6. STOCK-BASED COMPENSATION PLANS

Although the Company adopted SFAS No. 123 during 1997, it elected to
continue to account for compensation expense under its stock compensation
plans under APB No. 25. Accordingly, no compensation cost has been
recognized for stock option grants since the options have exercise prices
equal to the market value of the common stock at the date of grant.

In accordance with the Company's stock-based compensation plans, the
Company may grant incentive stock options as well as non-qualified and
other stock-related incentives to officers, employees and nonemployee
directors of the Company. Options vest ratably over a four-year period
beginning on the grant date and expire ten years from the date of grant.
Shares available for granting options at April 30, 1997 and 1996 were 2.3
million and 3.8 million, respectively.

For SFAS No. 123 purposes, the fair value of each option grant has
been estimated as of the date of grant using the Black-Scholes option-
pricing model with the following weighted average assumptions for grants
in 1997 and 1996: expected dividend yield of 0%, expected volatility of
42%, risk-free interest rates of 6.33% and 6.08%, and expected lives of
5.5 years. Using these assumptions, the fair value of options granted in
1997 and 1996 is approximately $7,457,000 and $1,639,000, respectively,
which would be amortized as compensation expense over the vesting period
of the options.

F-11
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Had compensation cost for 1997 and 1996 stock option grants been
determined based on the fair value at the grant dates consistent with the
method prescribed by SFAS No. 123, the Company's net income and net
income per share would have been adjusted to the pro forma amounts
indicated below:

1997 1996
---- ----
Net income (in thousands):
As reported . . . . . . . . . . . . $ 14,521 $ 9,027
Pro forma . . . . . . . . . . . . . 13,624 8,864
Net income per share:
As reported . . . . . . . . . . . . $ 0.35 $ 0.26
Pro forma . . . . . . . . . . . . . 0.33 0.26

The pro forma effect on net income in this disclosure is not
representative of the pro forma effect on net income in future years
because it does not take into consideration pro forma compensation
expense related to grants made prior to 1996.

A summary of the activity of stock options during 1997, 1996, and
1995 is presented below (shares in thousands):

<TABLE>
<CAPTION>
1997 1996 1995
---------------------- ------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
SHARES AVERAGE SHARES AVERAGE SHARES AVERAGE
UNDER EXERCISE UNDER EXERCISE UNDER EXERCISE
OPTION PRICE OPTION PRICE OPTION PRICE
------- -------- ------ -------- ------ --------
<S> <C> <C> <C> <c. <C> <C>
Outstanding at Beginning of Year 2,776 $2.98 1,915 $2.36 0 $0.00
Granted . . . . . . . . . . . 1,529 11.28 898 4.29 1,929 2.36
Exercised . . . . . . . . . . (515) 2.55 (18) 2.33 0 0
Forfeited . . . . . . . . . . (22) 6.67 (19) 2.77 (14) 2.33
----- ----- ----- ----- ----- -----
Outstanding at End of Year . . . 3,768 $6.39 2,776 $2.98 1,915 $2.36
===== ===== ===== ===== ===== =====
Options exercisable at year-end . 811 $3.25 509 $2.38 0 $0.00
===== ===== ===== ===== ===== =====
$5.54 $2.06 N/A
===== ===== ====
</TABLE>

A summary of the exercise prices for options outstanding under the
Company's stock-based compensation plans at April 30, 1997 is presented
below (shares in thousands):
<PAGE>
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
SHARES WEIGHTED PRICE OF
EXERCISE UNDER AVERAGE SHARES SHARES
PRICE RANGE OPTION REMAINING LIFE EXERCISABLE EXERCISABLE
------------------ ------ -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ 2.33 $ 3.37 1,425 7.27 577 $2.41
3.78 5.48 722 8.28 188 4.19
5.75 7.64 95 8.80 16 6.96
8.79 12.88 1,395 9.41 30 11.66
13.38 18.00 131 9.81 0 0.00
----- ---- --- -----
Total . . . . . 3,768 8.38 811 $3.25
===== ==== === =====
</TABLE>

7. LEASE COMMITMENTS

The Company has entered into various operating leases for buildings
and office equipment. Rental expense under these leases was $455,000,
$892,000, and $908,000 for 1997, 1996, and 1995, respectively.

F-12
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

At April 30, 1997, future minimum lease payments under
noncancellable operating leases for the next five fiscal years are as
follows (in thousands):

1998 . . . . . . . . . . . $1,570
1999 . . . . . . . . . . . 1,524
2000 . . . . . . . . . . . 1,399
2001 . . . . . . . . . . . 1,225
2002 . . . . . . . . . . . 1,080

8. LITIGATION

The Company is party to certain proceedings incidental to its
business. The ultimate disposition of such matters cannot be determined
presently 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.

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-judgment 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.

9. INCOME TAXES

Deferred tax assets and liabilities are determined based on the
differences between the financial and tax bases of existing assets and
liabilities using the currently enacted tax rates in effect for the year
in which the differences are expected to reverse.

The provision for income taxes consisted of the following for 1997,
1996, and 1995 (in thousands):
<PAGE>
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Current:
Federal . . . . . . . . . . . . . . . . . $7,973 $4,041 $3,045
State . . . . . . . . . . . . . . . . . . 938 570 551
Foreign . . . . . . . . . . . . . . . . . 228 124 0
----- ----- -----
9,139 4,735 3,596
----- ----- -----
Deferred:
Federal . . . . . . . . . . . . . . . . . (612) 388 112
State . . . . . . . . . . . . . . . . . . (72) (11) 28
Foreign . . . . . . . . . . . . . . . . . (19) (4) 0
----- ----- -----
(703) 373 140
----- ----- -----
$8,436 $5,108 $3,736
===== ===== =====
</TABLE>
F-13
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

The principal differences between the federal statutory tax rate and the
consolidated effective tax rate for 1997, 1996, and 1995 were as follows:

<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Federal statutory tax rate . . . . . . . . . . . . . . . . . . 34.0% 34.0% 34.0%
State taxes, net of federal tax benefit . . . . . . . . . . . 4.0 4.0 4.0
Effect of S corporations acquired . . . . . . . . . . . . . . (3.1) (1.7) (2.5)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8 (0.2) (2.2)
Effective tax rate . . . . . . . . . . . . . . . . . . . . . . 36.7% 36.1% 33.3%
</TABLE>

Deferred income taxes and liabilities for 1997 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, 1997 and 1996 are as follows (in
thousands):
<TABLE>
<CAPTION>
1997 1996
----- ----
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . $ 621 $ 245
Accruals and reserves . . . . . . . . . . . . . . . . . . . . . . . 4,105 1,149
Inventory and related reserves . . . . . . . . . . . . . . . . . . 185 25
Tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . 0 127
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 74
------ ------
Total deferred tax assets . . . . . . . . . . . . . . . . . . 4,923 1,620
Deferred tax liabilities:
Property, plant, and equipment . . . . . . . . . . . . . . . . . . 2,060 998
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182 7
------ ------
Total deferred tax liabilities . . . . . . . . . . . . . . . . 2,242 1,005
------ ------
Net deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . $2,681 $ 615
====== ======
</TABLE>

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

10. SALE OF FINANCE RECEIVABLES

In April 1997, the Company entered into an agreement to sell certain
finance receivables to a third party leasing company for $24,596,000.
The resulting gain on the sale did not have a material impact on the
Company's financial statements.

The agreement contingently obligates the Company to indemnify the
leasing company for any losses it incurs up to specified amounts in the
event the lessee defaults. The Company believes that any equipment
returned as a result of lessee defaults could be sold to third parties at
amounts approximating the debt obligations under the lease. The
Company's aggregate potential liability under the agreement as of April
30, 1997 was $6,280,000. Management believes its reserves for such
recourse provisions are adequate to cover its exposures under the
agreement. No payments have been required under these arrangements to
date.

11. 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.

F-14
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

12. EMPLOYEE BENEFIT PLAN

During 1996, the Company established a contributory retirement plan
(the "401(k) Plan") for all full-time employees with at least 90 days 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 33.33% of the first 3% of
participant contributions. Matching contributions vest over a period of
five years.

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 1997.

13. SEGMENT INFORMATION

The Company operates in two principal industry segments: (i)
manufacturing and distribution and (ii) towing services.
<PAGE>
<TABLE>
<CAPTION>
Manufacturing Towing
and Distribution Services Consolidated
---------------- -------- ------------
<S> <C> <C> <C>
1997
Net sales . . . . . . . . . . . . . . . . . . . . . $254,977 $37,417 $292,394
Operating earnings . . . . . . . . . . . . . . . . . 21,200 2,377 23,577
Interest expense (income), net . . . . . . . . . . . (271) 891 620
Earnings before income taxes and
extraordinary gain . . . . . . . . . . . . . . 21,471 1,486 22,957
Depreciation and amortization . . . . . . . . . . . 2,983 2,799 5,782
Capital expenditures . . . . . . . . . . . . . . . . 7,996 3,077 11,073
Identifiable assets . . . . . . . . . . . . . . . . 149,740 65,557 215,297

1996
Net sales . . . . . . . . . . . . . . . . . . . . . 163,810 16,653 180,463
Operating earnings . . . . . . . . . . . . . . . . . 12,903 1,441 14,344
Interest expense, net . . . . . . . . . . . . . . . 31 178 209
Earnings before income taxes and
extraordinary item . . . . . . . . . . . . . . 12,747 1,388 14,135
Depreciation and amortization . . . . . . . . . . . 1,259 1,503 2,762
Capital expenditures . . . . . . . . . . . . . . . . 7,246 3,161 10,407
Identifiable assets . . . . . . . . . . . . . . . . 114,054 9,924 123,978

1995
Net sales . . . . . . . . . . . . . . . . . . . . . 125,899 13,880 139,779
Operating earnings . . . . . . . . . . . . . . . . . 10,016 1,574 11,590
Interest expense, net . . . . . . . . . . . . . . . 228 142 370
Earnings before income taxes and
extraordinary item . . . . . . . . . . . . . . 9,788 1,432 11,220
Depreciation and amortization . . . . . . . . . . . 781 1,236 2,017
Capital expenditures . . . . . . . . . . . . . . . . 2,100 1,932 4,032
Identifiable assets . . . . . . . . . . . . . . . . 58,989 7,029 66,018
</TABLE>
F-15

<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14. FAIR VALUE OF 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 values of long-term obligations is a
reasonable estimate of their fair values based on the rates available for
obligations with similar terms and maturities.

15. QUARTERLY FINANCIAL INFORMATION

The following is a summary of the unaudited quarterly financial
information for the years ended April 30, 1997 and 1996 (in thousands,
except per share data):
<TABLE>
<CAPTION>
Income Per
Income Common Share
Before Before
Extraordinary Extraordinary Net Income
Net Sales Item Item Net Income Per Share
--------- ------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended April 30, 1997:
First quarter . . . . $ 60,963 $ 2,857 $0.07 $ 2,857 $0.07
Second quarter . . . . 74,061 3,516 0.09 3,516 0.09
Third quarter . . . . 80,261 3,852 0.09 3,852 0.09
Fourth quarter . . . . 77,109 4,296 0.10 4,296 0.10
--------- -------- ----- ------- -----
Total . . . . . . . . $ 292,394 $ 14,521 $0.35 $14,521 $0.35
========= ======== ===== ======= =====
Year ended April 30, 1996:
First quarter . . . . $ 40,463 $ 1,591 $0.05 $ 1,591 $0.05
Second quarter . . . . 43,720 2,268 0.07 2,268 0.07
Third quarter . . . . 45,979 2,436 0.07 2,436 0.07
Fourth quarter . . . . 50,301 2,732 0.07 2,732 0.07
--------- -------- ----- ------- ----
Total . . . . . . . . $180,463 $ 9,027 $0.26 $ 9,027 $0.26
========= ======== ===== ======= =====
</TABLE>

16. RECLASSIFICATIONS

Certain reclassifications have been made to prior years' financial
information to conform with the 1997 presentation.

17. SUBSEQUENT EVENT

The Company and certain of its officers and directors were named as
defendants in a lawsuit purporting to be a class action that was served
on September 24, 1997. The lawsuit alleges violations by the defendants
of federal securities laws as a result of various public disclosures made
by the Company from November 1996 through September 1997. Based on its
preliminary analysis of this lawsuit as of the date of this Prospectus,
the Company believes that the allegations therein are without merit and
intends to vigorously defend itself in this action.

F-16
<PAGE>
FINANCIAL STATEMENTS (UNAUDITED)

MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
October 31, April 30,
1997 1997
----------- ---------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and temporary investments . . . . . . . . . . . . . . . . . $ 2,287 $ 8,508
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . 47,737 49,844
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,176 60,574
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 4,951 4,541
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . 3,637 1,885
-------- -------
Total current assets . . . . . . . . . . . . . . . . . . . . 121,788 125,352
-------- -------
PROPERTY, PLANT AND EQUIPMENT, net . . . . . . . . . . . . . . . . . 62,507 49,171

GOODWILL, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,532 36,916
-------- -------
OTHER ASSETS, net . . . . . . . . . . . . . . . . . . . . . . . . . 7,901 3,858
-------- -------

$ 245,728 $ 215,297
======== =======

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt . . . . . . . . . . . . . . . . $ 6,531 $ 4,479
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 25,810 38,548
Accrued liabilities and other . . . . . . . . . . . . . . . . . . 21,571 20,345
-------- -------
Total current liabilities . . . . . . . . . . . . . . . . . . 53,912 63,372
-------- -------
LONG-TERM DEBT, less current portion . . . . . . . . . . . . . . . . 32,619 11,282
-------- -------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . 1,878 1,860
-------- -------
SHAREHOLDERS' EQUITY (Note 2):
Preferred stock, $.01 par value, 5,000,000 shares authorized;
none issued or outstanding . . . . . . . . . . . . . . . . . 0 0
Common stock, $.01 par value, 100,000,000 shares
authorized; 44,469,564 and 42,480,202 shares issued
and outstanding, respectively . . . . . . . . . . . . . . . . 445 425
Additional paid-in capital . . . . . . . . . . . . . . . . . . . 122,035 110,773
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . 35,273 28,027
Cumulative translation adjustment . . . . . . . . . . . . . . . . (434) (442)
-------- -------
Total shareholders' equity . . . . . . . . . . . . . . . . . 157,319 138,783
-------- -------
$ 245,728 $215,297
======== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.

F-17
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>

Three Months Ended Six Months Ended
October October 31,
-------------------- -------------------
1997 1996 1997 1996
-------------------- -------------------
<S> <C> <C> <C> <C>
NET SALES . . . . . . . . . . . . . . . . . . $ 94,727 $ 74,061 $ 180,080 $ 135,024

COSTS AND EXPENSES:
Costs of operations . . . . . . . . . . . 76,221 61,436 143,450 111,756
Selling, general, and administrative expenses 10,269 7,087 20,469 13,090
Restructuring costs . . . . . . . . . . . . 4,100 --- 4,100 ---
Interest expense, net . . . . . . . . . . 429 117 700 257
-------- -------- --------- ----------
Total costs and expenses . . . . . . . 91,019 68,640 168,719 125,103
-------- -------- --------- ----------

INCOME BEFORE INCOME TAXES . . . . . . . . . . 3,708 5,421 11,361 9,921
PROVISION FOR INCOME TAXES . . . . . . . . . . 1,410 1,905 4,265 3,548
-------- -------- --------- ----------

NET INCOME . . . . . . . . . . . . . . . . . . $ 2,298 $ 3,516 7,096 6,373
======== ======== ========= =========

NET INCOME PER SHARE . . . . . . . . . . . . . $ .05 $ .09 $ .15 $ .16
======== ======== ========= =========
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING . . . . . . . . . . . . . . . 45,868 40,561 45,988 39,485
======== ======== ========= =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

F-18
<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended October 31
----------------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . $ 7,096 $ 6,373
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization . . . . . . . . . . . 3,724 1,331
Deferred income tax provision . . . . . . . . . . . 715 69
Gain on sales of property, plant, and equipment . . (662) --
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . 1,190 (5,609)
Inventories . . . . . . . . . . . . . . . . . . . (459) (6,191)
Prepaid expenses and other . . . . . . . . . . . (1,477) 38
Accrued liabilities and other . . . . . . . . . . (3,133) 171
Accounts payable . . . . . . . . . . . . . . . . (14,615) (2,998)
Other assets . . . . . . . . . . . . . . . . . . (2,543) (2,862)
--------- --------
Net cash used in operating activities . . . . (10,164) (9,678)
--------- --------
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment . . . . . . . . (9,705) (1,059)
Proceeds from sales of property, plant, and equipment . . . 1,058 346
Acquisition of businesses, net of cash acquired . . . . . . (5,320) --
Proceeds from sale of finance receivables . . . . . . . . . 3,861 --
Funding of finance receivables . . . . . . . . . . . . . . (1,067) --
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 384 695
--------- --------
Net cash used in provided by investing activities (10,789) (18)
--------- --------
FINANCING ACTIVITIES:
Net borrowings (payments) under line of credit . . . . . . 24,722 (292)
Repayment of long-term debt . . . . . . . . . . . . . . . . (10,775) (1,637)
Proceeds from exercise of stock options . . . . . . . . . . 785 112
Distribution to former shareholders of acquired companies . -- (419)
--------- --------
Net cash provided by (used in) financing activities 14,732 (2,236)
--------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND TEMPORARY INVESTMENTS . . . . . . . . . . . . . . . . . -- --
--------- --------
NET DECREASE IN CASH AND TEMPORARY
INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . (6,221) (11,932)

CASH AND TEMPORARY INVESTMENTS,
beginning of period . . . . . . . . . . . . . . . . . . . . 8,508 25,108
--------- --------
CASH AND TEMPORARY INVESTMENTS,
end of period . . . . . . . . . . . . . . . . . . . . . . $ 2,287 $ 13,176
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash payments for interest . . . . . . . . . . . . . . . . $ 861 $ 191
========= ==========
Cash payments for income taxes . . . . . . . . . . . . . . $ 5,598 1,865
========= ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.

F-19<PAGE>
MILLER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

The condensed consolidated financial statements of Miller Industries,
Inc. and subsidiaries (the "Company") included herein have been prepared
by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance
with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. Nevertheless, the
Company believes that the disclosures are adequate to make the financial
information presented not misleading. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements
reflect all adjustments, which are of a normal recurring nature, to
present fairly the Company's financial position, results of operations
and cash flows at the dates and for the periods presented. Interim
results of operations are not necessarily indicative of results to be
expected for the fiscal year. These condensed consolidated financial
statements should be read in conjunction with the Company's Annual Report
on Form 10-K for the year ended April 30, 1997.

2. Net Income Per Share

Net income per share is computed by dividing net income by the weighted
average number of common and common equivalent shares outstanding.

3. 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 October 31, 1997 and April 30,
1997 consisted of the following (in thousands):

<TABLE>
<CAPTION>
October 31, April 30,
1997 1997
----------- --------
<S> <C> <C>
Chassis . . . . . . . . . . . . . . . $11,202 $18,837
Raw Materials . . . . . . . . . . . . 14,983 16,257
Work in process . . . . . . . . . . . 6,877 7,843
Finished goods . . . . . . . . . . . . 30,114 17,637
------ ------
$63,176 $60,574
====== ======
</TABLE>

4. Business Combinations

In May 1997, the Company acquired all the outstanding common stock of
three towing equipment distributors with historical revenues of
approximately $13 million annually. The consideration for these
transactions consisted of approximately 44,000 shares of common stock and
approximately $.9 million in cash. Additionally, throughout the six
months ended October 31, 1997, the Company purchased all the outstanding
common stock of 15 towing service companies through the issuance of
approximately 1,038,000 shares of common stock and cash payments of
approximately $5.6 million. These acquisitions were accounted for using
the purchase method of accounting. The pro forma impact of these
acquisitions on net income and earnings per share was not significant for
the periods presented herein.

In May 1997, the Company issued approximately 151,000 shares of its
common stock in exchange for all the outstanding common stock of one
additional towing equipment distributor with historical revenues of
approximately $13 million annually. During the six months ended October
31, 1997, the Company issued approximately 536,000 shares of its common
stock in exchange for all the outstanding shares of 6 additional towing
service companies. These mergers have been accounted for as poolings of
interests.

F-20<PAGE>
5. Legal Matters

During September, October and November 1997, five lawsuits were filed by
certain persons who seek to represent a class of shareholders who
purchased shares of the Company's common stock during the period from
either October 15 or November 6, 1996 to September 11, 1997. Four of the
suits were filed in the United States District Court for the Northern
District of Georgia, and the remaining one was filed in the Chancery
Court of Hamilton County, Tennessee. In general, the individual
plaintiffs in all of the cases allege that they were induced to purchase
shares of the Company's common stock on the basis of allegedly actionable
misrepresentations or omissions about the Company and its business and,
as a result were thereby damaged. Four of the complaints assert claims
under Sections 10(b) and 20 of the Securities Act of 1934. The remaining
complaint asserts claims under Tennessee Code Sections 48-2-121 and 122.
The complaints name as the defendants the Company and various of its
present and former directors and officers. The plaintiffs in three of
the actions which involved claims in Federal Court under the Securities
Exchange Act of 1934 have stated their intention to consolidate those
actions. Motions to dismiss have been or soon will be filed in each of
the cases. The Company denies liability and intends to vigorously defend
these actions.

In addition to the shareholder litigation described above, 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.

6. Restructuring Costs

In September 1997, the Company announced its intention to further
consolidate its domestic wrecker production at its Ooltewah, Tennessee
facility. The consolidation entailed the closure of the Olive Branch,
Mississippi facility with the relocation of wrecker production to
Ooltewah. Substantially all equipment relocation and production
consolidation was completed by December 1997.

In the second quarter of fiscal 1998, the Company recorded a pretax
restructuring charge of $4.1 million to provide for the plant closing and
consolidation of manufacturing operations. Of the $4.1 million
restructuring charge, approximately $0.5 million related to workforce
reductions of approximately 150 employees and associated costs. Also,
$1.9 million of asset valuation losses relating to a plant sale and
machinery and equipment writedowns is included in the restructuring
charge. The balance of the charge covers lease terminations, property
holding costs, and other shutdown related costs. At October 31, 1997,
charges against the related reserves were not significant.

The carrying value of the Olive Branch, Mississippi manufacturing
facility is $1.5 million and is classified as "Other Assets" in the
balance sheet.

The Company's operating earnings for the portion of the remainder of the
fiscal year may be further adversely impacted by any inventory losses,
any operating losses which may occur during the consolidation period, and
costs incurred to relocate employees and equipment to other facilities.
These additional costs are not included in the one-time charge above but
are not expected to have a material impact on net income and net income
per share.

7. Subsequent Events

Subsequent to the end of the quarter, the Company has closed three
additional acquisitions of towing service companies with aggregate annual
historical revenues of approximately $1.8 million. The consideration for
these transactions consists of approximately 70,000 shares of Company
common stock and $.4 million in cash as well as the assumption of certain
indebtedness. In addition, the Company has executed letters of intent to
acquire 19 additional towing service companies.

On December 11, 1997, the Company announced the acquisition of Chevron,
Inc. for approximately $10 million in cash and the assumption of
approximately $3.8 million in indebtedness in exchange for all its
outstanding shares of stock. Chevron is a manufacturer of towing and
recovery equipment with annual revenues of approximately $23 million.

F-21<PAGE>
8. Reclassifications

Certain amounts in the prior period financial information have been
reclassified to conform to the current presentation.

F-22

<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE
HEREBY. IF GIVEN OR MADE, SUCH INFORMATION AND 5,000,000 SHARES
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY MILLER INDUSTRIES, INC.
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AT
ANY TIME SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AT ANY TIME AFTER THE DATE HEREOF.

COMMON STOCK

_______________________
______________________
PROSPECTUS
TABLE OF CONTENTS _______________________
Page

Available Information . . . . . . . . . . . 3
Forward-Looking Statements . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . 4
Business . . . . . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . . 16 DECEMBER 15, 1997
Market for Registrant's Common Equity
and Related Stockholder Matters . . . . 17
Selected Financial Data . . . . . . . . . 18
Management's Discussion and Analysis
of Financial Condition and Results of
Operations . . . . . . . . . . . . . . 20
Legal Matters . . . . . . . . . . . . . . 24
Experts . . . . . . . . . . . . . . . . . 24
Index to Consolidated Financial
Statements . . . . . . . . . . . . . . 25
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