<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MILLER INDUSTRIES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------
Notes:
<PAGE>
MILLER INDUSTRIES, INC. [LOGO]
3220 Pointe Parkway
SUITE 100
NORCROSS, GEORGIA 30092
(770) 446-6778
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Miller Industries, Inc. (the
"Company") will be held at 11:00 a.m. (Eastern Time), on Friday, August 29, 1997
at the Hilton Northeast Atlanta, 5993 Peachtree Industrial Boulevard, Norcross,
Georgia, for the following purposes:
1. To elect two (2) directors to hold office for a term of three (3)
years or until their successors are duly elected and qualified;
2. To consider and act upon a proposal to amend the Company's Charter to
provide that all directors are elected on an annual basis.
3. To consider and act upon a proposal to ratify the appointment of
Arthur Andersen, LLP as the independent accountants of the Company;
and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on July 18, 1997 are
entitled to notice of and to vote at the Annual Meeting. Your attention is
directed to the Proxy Statement accompanying this notice for a complete
statement regarding matters to be acted upon at the Annual Meeting.
By order of the Board of Directors,
Frank Madonia
Secretary
Atlanta, Georgia
July ___, 1997
================================================================================
WE URGE YOU TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE THE PROXY AT ANY TIME BEFORE
IT IS VOTED.
================================================================================
<PAGE>
MILLER INDUSTRIES, INC.
3220 Pointe Parkway
SUITE 100
NORCROSS, GEORGIA 30092
(770) 446-6778
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
The accompanying proxy is solicited by the Board of Directors of Miller
Industries, Inc. (the "Company") for use at the Annual Meeting of Shareholders
to be held at the Hilton Northeast Atlanta, Norcross, Georgia, on Friday,
August 29, 1997 at 11:00 a.m. (Eastern Time), and any adjournment thereof, for
the purposes set forth in the foregoing Notice of Annual Meeting of
Shareholders. This proxy material was first mailed to shareholders on or about
July ___, 1997.
A shareholder who signs and returns a proxy may revoke the same at any time
before the authority granted thereby is exercised by attending the Annual
Meeting and electing to vote in person, by filing with the Secretary of the
Company a written revocation or by duly executing a proxy bearing a later date.
Unless revoked, the shares represented by the proxy will be voted at the Annual
meeting. Where a choice is specified on the proxy, the shares represented
thereby will be voted in accordance with such specifications. If no
specification is made, such shares will be voted FOR the election of the two
director nominees, FOR the proposal to amend the Company's Charter to provide
for annual election of directors and FOR the ratification of Arthur Andersen,
LLP as the independent accountants of the Company.
The Board of Directors knows of no other matters which are to be brought to
a vote at the Annual Meeting. However, if any other matter properly does come
before the Annual Meeting, the persons appointed in the proxy or their
substitutes will vote in accordance with their best judgment on such matters.
Only holders of the common stock of the Company, $0.01 par value per share
(the "Common Stock"), at the close of business on July 18, 1997 are entitled to
vote at the Annual Meeting. On such date, the Company had issued and
outstanding __________ shares of Common Stock. Holders of the Common Stock will
be entitled to one vote for each share of Common Stock so held, which may be
given in person or by proxy duly authorized in writing.
The cost of solicitation of proxies will be borne by the Company, including
expenses in connection with preparing, assembling and mailing this Proxy
Statement. Such solicitation will be made by mail, and also may be made by the
Company's executive officers or employees personally or by telephone or
telegram. The Company does not anticipate paying any compensation to any other
party other than its regular employees for this solicitation of proxies, but may
reimburse brokerage firms and others for their reasonable expenses in forwarding
solicitation material to beneficial owners.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 15, 1997, certain information
with respect to (a) all shareholders known to be "beneficial owners" (as that
term is defined in the rules of the Securities and Exchange Commission) of more
than five percent of the Common Stock; and (b) the Common Stock "beneficially
owned" (i) by each director or nominee for director, (ii) by the executive
officers named in the Summary Compensation Table, and (iii) all executive
officers and directors of the Company as a group. Except as otherwise
indicated, the shareholders listed in the table have sole voting and investment
powers with respect to the Common Stock owned by them.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name and Address of Beneficial Owner Ownership/1/ Class/1/
- ---------------------------------------- ----------------- -----------
<S> <C> <C>
William G. Miller/2/ 6,412,496/3/ 15.0%
Jeffrey I. Badgley 205,750/4/ *
Frank Madonia 191,500/5/ *
J. Vincent Mish 191,500/5/ *
Daniel N. Sebastian 190,200/6/ *
A. Russell Chandler, III 127,500/7/ *
Paul E. Drack 79,000/8/ *
Stephen A. Furbacher 87,000/8/ *
Richard H. Roberts 69,000/9/ *
All Executive Officers and Directors
as a Group (10 persons) 7,558,446/10/ 17.3%
</TABLE>
- ----------------------------
* Less than one percent
1. Except as otherwise indicated, all shares shown in the table above are held
with sole voting and investment power. The Percent of Class column represents
the percentage that the named person or group would beneficially own if such
person or group, and only such person or group, exercised all currently
exercisable options and rights to acquire shares of Common Stock held by such
person or group.
2. Mr. Miller's business address is c/o Miller Industries, Inc., 3220 Pointe
Parkway, Suite 100, Norcross, Georgia 30092.
3. Includes 17,655 shares held by the Miller Family Foundation, Inc., a Georgia
non-profit corporation of which Mr. Miller is the sole director.
4. Includes 131,179 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
5. Includes 115,429 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
6. Includes 114,771 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
7. Includes 13,500 shares held in trust for the benefit of Mr. Chandler's
children and 78,000 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
8. Includes 78,000 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
9. Includes 63,000 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
10. Includes 773,808 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
Pursuant to the Company's Charter and Bylaws, the Board has fixed the
number of directors at six. Under the terms of the Company's Charter and
Bylaws, the members of the Board of Directors are currently divided into three
classes (Class I, Class II, and Class III). The Class III directors (which
include Mr. Drack and Mr. Furbacher) are standing for reelection at the Annual
Meeting and, if reelected, will serve until the annual meeting of shareholders
in 2000. The term of the Class I directors (which includes Mr. Miller and Mr.
Roberts) expires at the time of the 1998 annual meeting of shareholders, and the
term of the Class II directors (which includes Mr. Badgley and Mr. Chandler)
expires at the time of the 1999 annual meeting of shareholders. At each
succeeding annual meeting of shareholders successors to the class of directors
whose term expires at that annual meeting will be elected for a three-year term.
The Board has proposed to eliminate the staggered election of directors, and if
the proposal is approved by the shareholders at the annual meeting, the
directors will no longer be divided into classes, and all directors will be
elected at future annual meetings. See "PROPOSAL 2: Amendment to the Charter."
The Board may fill directorships resulting from vacancies or may decrease the
number of directors. Executive officers are appointed annually and serve at the
discretion of the Board of Directors.
Unless contrary instructions are received, shares of voting securities of
the Company represented by duly executed proxies will be voted in favor of the
election of the nominees named below. If for any reason a nominee is unable to
serve as a director, it is intended that the proxies solicited hereby will be
voted for such substitute nominee as the Board of Directors of the Company may
propose. The Board of Directors has no reason to expect that the nominees will
be unable to serve and, therefore, at this time it does not have any substitute
nominees under consideration.
The nominees for election shall be elected by a plurality of the votes cast
by holders of the shares of Common Stock entitled to vote at the Annual Meeting.
Shareholders have no right to vote cumulatively for directors, but rather each
shareholder shall have one vote for each director for each share of Common Stock
held by such shareholder.
The following persons are the nominees for election to serve as Class II
directors. Both nominees are presently directors of the Company. Certain
information relating to the nominees, which has been furnished to the Company by
the individuals named, is set forth below.
<TABLE>
<CAPTION>
Class of Director;
Annual Meeting at
Name of Director Which Term Expires Background Information
- ------------------------- ------------------ --------------------------------
<S> <C> <C>
Paul E. Drack III; 1997 Mr. Drack, 68, has served as a
director of the Company since
April 1994. Mr. Drack is also a
director of Euramax International
PLC. Mr. Drack retired in
December 1993 as President and
Chief Operating Officer of AMAX
Inc., positions he held since
August 1991. From 1985 to 1991,
Mr. Drack served in various
capacities for operating
subsidiaries of AMAX Inc.
including Chairman, President and
Chief Executive Officer of Alumax
Inc. and President of Kawneer
Company. He was a director of
AMAX Inc. from 1988 to 1993.
Prior to its acquisition by
another entity in November 1993,
AMAX Inc. was a producer of
aluminum and manufactured
aluminum products with interests
in domestic energy and gold
production.
Stephen A. Furbacher III; 1997 Mr. Furbacher, 77, has served as
a director of the Company since
April 1994 and of Miller Group,
Inc. since January 1993. Since
1986, Mr. Furbacher has been a
business consultant and has been
involved in various corporate
turnarounds and reorganizations.
Over the past 25 years Mr.
Furbacher has served on the
boards of various public
companies, including
</TABLE>
3
<PAGE>
Fleet Financial Group, AMAX Inc.,
Kennecott Copper Corporation,
Amerace Corporation and Bostrom
Manufacturing Company. He
presently serves on the board of
United Film Incorporated.
The following four persons currently are members of the Board of Directors
and will continue in their present positions after the Annual Meeting. The
following persons are not nominees, and shareholders are not being asked to vote
for them. Certain information relating to the following persons, which has been
furnished to the Company by the individuals named, is set forth below.
<TABLE>
<CAPTION>
Class of Director;
Annual Meeting at
Name of Director Which Term Expires Background Information
- ------------------------- ------------------ --------------------------------
<S> <C> <C>
William G. Miller I; 1998 Mr. Miller, 50, has served as
Chairman of the Board and Chief
Executive Officer of the Company
since April 1994 and spends
substantially all of his time on
Company matters. In June 1997, he
was named Co-Chief Executive
Officer, a title he shares with
the Company's President, Jeffrey
I. Badgley. Mr. Miller also
served as President of the
Company from April 1994 to June
1996. He served as Chairman of
Miller Group, Inc., from August
1990 through May 1994, as its
President from August 1990 to
March 1993, and as its Chief
Executive Officer from March 1993
until May 1994. Mr. Miller also
serves as Chairman of Flow
Measurement, Inc. ("Flow
Measurement"), a maker of
industrial flow meters, and
served as its President from
February 1987 until April 1994.
Mr. Miller beneficially owns 80%
of the capital stock of Flow
Measurement. Prior to 1987, Mr.
Miller served in various
management positions for Bendix
Corporation, Neptune
International Corporation,
Wheelabrator-Frye Inc. and The
Signal Companies, Inc.
Richard H. Roberts I; 1998 Mr. Roberts, 43, has served as a
director of the Company since
April 1994. Mr. Roberts currently
serves as Senior Vice President,
Secretary and General Counsel of
Landair Services, Inc., a
position he has held since
August, 1994. Mr. Roberts was
partner in the law firm of Baker,
Worthington, Crossley &
Stansberry, counsel to the
Company, from January 1991 to
August 1994 and prior thereto was
an associate of the firm. Mr.
Roberts has served as a director
of Landair Services, Inc. since
May 1995.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Class of Director;
Annual Meeting at
Name of Director Which Term Expires Background Information
- ------------------------- ------------------ --------------------------------
<S> <C> <C>
A. Russell Chandler, III II; 1999 Mr. Chandler, 52, has served as a
director of the Company since
April 1994. He serves on the
board of Summit Partners, a
venture capital partnership, and
is founder and Chairman of
Whitehall Group Ltd., a private
investment firm based in Atlanta,
Georgia. Mr. Chandler served as
the Mayor of the Olympic Village
for the Atlanta Committee for the
Olympic Games from 1990 through
August 1996. From 1987 to 1993,
he served as Chairman of United
Plastic Films, Inc., a
manufacturer and distributor of
plastic bags. He founded
Qualicare, Inc., a hospital
management company, in 1972 and
served as President and Chief
Executive Officer until its sale
in 1983. In addition, Mr.
Chandler serves on a number of
community advisory boards,
including the Wharton Graduate
Advisory Board and the Georgia
Tech Foundation Board of
Trustees.
Jeffrey I. Badgley II; 1999 Mr. Badgley, 45, has served as
President of the Company since
June 1996 and as a director since
January 1996. In June 1997, he
was named Co-Chief Executive
Officer of the Company, a title
he shares with Mr. Miller. Mr.
Badgley served as Chief Operating
Officer from June 1996 to June
1997. In addition, Mr. Badgley
serves as President of Miller
Industries Towing Equipment. Mr.
Badgley served as Vice President -
Sales of Miller Industries Towing
Equipment from 1988 to 1996. Mr.
Badgley served for over five
years as Vice President - Sales
and Marketing of Challenger
Wrecker Corporation ("Challenger
Wrecker"), a position he held
from 1982 until joining Miller
Industries Towing Equipment. He
served as Vice-President of the
Company from April 1994 to June
1996.
</TABLE>
The Board of Directors held six meetings during the fiscal year ended April
30, 1997. The Board of Directors has standing Audit, Compensation and Nominating
Committees. The Audit Committee is comprised of Messrs. Drack, Furbacher and
Roberts. The Audit Committee meets with the Company's independent auditors to
review the Company's financial statements and it is the function of this
committee to ensure that the Company's financial statements accurately reflect
the Company's financial position and results of operations. The Audit Committee
held four meetings during fiscal 1997.
The purpose of the Compensation Committee is to establish, among other
things, salaries, bonuses and other compensation for the Company's officers, and
to administer the Company's stock option and other employee benefit plans.
Messrs. Chandler, Furbacher and Roberts comprise the Compensation Committee,
which met six times during fiscal 1997.
The Nominating Committee is comprised of Messrs. Chandler, Drack and
Miller. The Nominating Committee was established to evaluate candidates for
service as directors to the Company. The Nominating Committee held one meeting
during fiscal 1997. The Nominating Committee will consider candidates
recommended by shareholders. Shareholder recommendations must comply with the
procedures for nominations set forth in Article I, Section 1.2, of the Company's
Bylaws.
5
<PAGE>
All incumbent directors attended more than 75% of the meetings of the Board
of Directors and the respective committees of which they are members.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information for each of the last
three fiscal years of the Company concerning compensation paid by the Company
and its subsidiaries to the Company's Co-Chief Executive Officers and to each of
the Company's other most highly compensated executive officers as of the end of
fiscal 1997 who earned in excess of $100,000 in salary and bonus during fiscal
1997 (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
Long Term
COMPENSATION
Annual Compensation(1) Awards
---------------------- ------------
Securities All
Underlying Other
SALARY BONUS OPTIONS COMPENSATION
Name and Principal Position Year ($) ($) (#) ($)
--------------------------- ---- -------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C>
William G. Miller 1997 $150,000 $54,167 - -
Chairman and Co-Chief Executive Officer 1996 150,000 41,667 - -
1995 154,000 12,500 - -
Jeffrey I. Badgley 1997 119,167 37,417 90,000 $ 1,266(2)
President and Co-Chief Executive Officer 1996 98,333 27,083 99,000 626(2)
1995 76,667 6,250 180,000 50,000(3)
Frank Madonia 1997 99,167 33,750 72,000 1,079(2)
Vice President, Secretary and 1996 83,333 22,083 76,500 533(2)
General Counsel 1995 80,667 6,250 180,000 50,000(3)
J. Vincent Mish 1997 99,167 30,750 72,000 813(2)
Vice President and President of 1996 83,333 20,000 76,500 469(2)
the Financial Services Group 1995 80,667 6,250 180,000 50,000(3)
Daniel N. Sebastian 1997 80,000 27,917 45,000 800(2)
Vice President 1996 71,667 19,583 58,500 425(2)
1995 70,000 - 180,000 50,000(3)
</TABLE>
- -----------------------
(1) Excludes perquisites and other personal benefits aggregating less than
$50,000 or 10% of the named executive officer's annual salary and bonus.
(2) Consists of a matching contribution made by the Company to the executive's
account in the Company's 401(k) Plan.
(3) Consists of the one time payment made to the listed officers in August 1994
as part of the settlement of certain equity participation plans which were
terminated in connection with a reorganization in April 1994.
6
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table summarizes certain information regarding stock options
issued to the Named Executive Officers during fiscal 1997 under the Company's
Stock Option and Incentive Plan. No stock appreciation rights ("SARs") have
been granted by the Company. In addition, the hypothetical gains or "option
spreads" that would exist for the respective options, based on assumed rates of
annual compound stock appreciation of 5% and 10% from the date the options were
granted over the full option term, are also reflected:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------------------------
Potential realizable
value at assumed
annual rates of stock
Number of Percent of total price appreciation for
Securities options granted Exercise or base option term(2)
Underlying Options to employees in price Expiration ----------------------
Name Granted(1) fiscal year ($/Sh) date 5%($) 10%($)
- ---- ------------------ ---------------- ---------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
William G. Miller -0- -0- $ 0 - - -
Jeffrey I. Badgley 75,000 5.22% $ 9.542 6/28/06 $450,068 $1,140,562
15,000 1.04% $16.167 11/6/06 $152,510 $ 386,491
Frank Madonia 57,000 3.97% $ 9.542 6/28/06 $342,052 $ 866,827
15,000 1.04% $16.167 11/6/06 $152,510 $ 386,491
J. Vincent Mish 57,000 3.97% $ 9.542 6/28/06 $342,052 $ 866,827
15,000 1.04% $16.167 11/6/06 $152,510 $ 386,491
Daniel N. Sebastian 45,000 3.13% $ 9.542 6/28/06 $270,041 $ 684,337
</TABLE>
- ---------------------
(1) All options were granted pursuant to the Stock Option and Incentive Plan,
have a term of ten years, and vest in one-fourth increments annually from
the date of grant.
(2) These amounts represent assumed rates of appreciation only. Actual gains,
if any, on stock option exercises and holdings of Common Stock are
dependent upon the future performance of the shares and overall market
conditions. There can be no assurance that the amounts reflected in this
table will be achieved.
7
<PAGE>
OPTIONS EXERCISED IN LAST FISCAL YEAR, FISCAL YEAR END OPTION VALUES
The following table summarizes certain information regarding option
exercise during the fiscal year ended April 30, 1997 and year end option values
of the Named Executive Officers.
<TABLE>
<CAPTION>
Number of securities Value of unexercised
Shares underlying unexercised in-the-money
Acquired on Value options at April 30, 1997 options at
Exercise Realized (No. of shares) April 30, 1997(1)
----------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William G. Miller 0 0 0 0 0 0
Jeffrey I. Badgley 70,071 $1,109,714 44,679 254,250 $390,588 $1,635,032
Frank Madonia 70,071 $1,109,714 39,054 219,375 $345,037 $1,456,384
J. Vincent Mish 70,071 $1,109,714 39,054 219,375 $345,037 $1,456,384
Daniel N. Sebastian 60,729 $ 654,859 43,896 178,875 $397,737 $1,319,065
</TABLE>
- ----------------------
(1) Reflects the market value of the underlying securities at the closing price
on the New York Stock Exchange on April 30, 1997 ($11.875), less the
exercise price.
8
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, SEVERANCE AND CHANGE-IN-CONTROL
ARRANGEMENTS
Miller Industries Towing Equipment entered into an employment agreement
with Mr. Badgley which provides for a base salary of a minimum of $70,000. Mr.
Badgley also receives certain insurance and other benefits as are generally
provided by the Company to its employees. Mr. Badgley's employment agreement is
for a term of 10 years and requires Mr. Badgley to meet certain concurrent
employment conditions with Miller Industries Towing Equipment or its affiliates.
Employment may be terminated prior to that time for "cause," as defined in the
employment agreement. The employment agreement may also be terminated at the
option of Miller Industries Towing Equipment in the event net sales of products
do not equal or exceed $35 million for any rolling twelve month period and
continuing through the term of the agreement. The agreement also provides for
non-competition by Mr. Badgley for a period ending three years from termination
or expiration of the agreement, unless such a period is extended by agreement.
In consideration of the non-competition agreement, Miller Industries Towing
Equipment will pay one-half of Mr. Badgley's base salary for such period.
In July 1995, the Company approved employment agreements with Messrs.
Madonia and Mish. Each of the agreements provides for a base salary of $80,000
and provides for such additional benefits as are generally available to the
executive officers of the Company. Each of these employment agreements is for a
period of two years and may be terminated by the Company for "cause," as defined
therein. In addition, each agreement provides for non-competition by the
employees for a period ending two years from expiration of the term of the
agreement or following voluntary termination by the employee or termination for
cause by the Company. In consideration of the non-competition provision, the
Company will pay one-half of such employee's base salary for such period.
Each of the remaining executive officers has entered into non-competition
agreements which generally limit the ability to be employed by a competitor of
the Company, or otherwise compete with the Company, for three years from the
date of expiration or termination of employment. The non-competition agreements
also contain confidentiality and non-disclosure provisions respecting disclosure
of confidential information of the Company.
COMPENSATION OF DIRECTORS
The members of the Board of Directors who are employees of the Company do
not receive additional compensation for Board or committee service. Upon
initial election to the Board, each director is granted an option to purchase
10,000 shares of Common Stock as of the date of becoming a director. In
addition, on the first business day following each annual meeting of
shareholders, each non-employee director receives an option to purchase 2,000
shares, plus up to 2,000 additional shares based upon the earnings of the
Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During Fiscal 1997, the Compensation Committee was comprised of Messrs.
Chandler, Furbacher and Roberts, all of whom are non-employee directors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview. The Company's general compensation policies on executive officer
compensation are administered by the Compensation Committee (the "Committee") of
the Board of Directors; however, the Committee submits its determinations to the
full Board for its comments and concurrence. All members of the Committee are
non-employee directors. It is the responsibility of the Committee to determine
whether the executive compensation policies are reasonable and appropriate, meet
their stated objectives and effectively serve the best interests of the Company
and its shareholders.
9
<PAGE>
The three components of executive officer compensation are base salary,
annual bonus awards and stock option grants, except for the Chief Executive
Officer in fiscal 1997 whose compensation includes only base salary and annual
bonus awards. In addition to the Committee's determinations on base salary and
bonus award, the Committee administers the Company's stock option plan and
recommends to the Board of Directors the options to be granted to executive
officers.
The Company believes that its executive compensation policy should be
reviewed annually and should be reviewed in light of the Company's financial
performance, its annual budget, its position within its industry sector and the
compensation policies of similar companies in its business sector. The
Committee believes that in addition to corporate performance, it is appropriate
to consider in setting and reviewing executive compensation the level of
experience and the responsibilities of each executive as well as the personal
contributions a particular individual may make to the success of the corporate
enterprise. Such qualitative factors as leadership skills, analytical skills,
organization development, public affairs and civic involvement are deemed to be
important qualitative factors to take into account in considering levels of
compensation. No relative weight is assigned to these qualitative factors,
which are applied subjectively by the Committee.
The Company uses grants of options to better align the interests of the
Company's officers and employees with the long-term interests of the Company and
its shareholders. All options for the purchase of 500 or more shares vest in
four equal annual installments, and all options for the purchase of fewer than
500 shares vest in two equal annual installments. All options are exercisable
until the tenth anniversary of the grant date unless otherwise earlier
terminated pursuant to the terms of the individual option agreement. During the
1997 fiscal year, the Company granted an aggregate of 1,436,250 options to
employees and executive officers under the Company's 1994 Stock Option and
Incentive Plan (the "1994 Plan"). The named executive officers received options
for the purchase of an aggregate of 279,000 shares, or 19.4% of the total shares
subject to option grants granted in fiscal 1997 under the 1994 Plan. The
Committee strongly believes it is important for the non-executive officer
employees of the company to have a long-term equity interest in the Company.
During fiscal 1997, the Committee reviewed the salaries of all executive
officers and the established levels of participation of those officers in the
Company's Cash Bonus Plan and the 1994 Plan. In its review, the Committee
discussed the performance of the executive officers with the Chief Executive
Officer and further considered the compensation packages, employment agreements
(as applicable) and existing stock options (as applicable) of each officer and
of the Chief Executive Officer. The Committee's review of executive officer
compensation included consideration of individual performance and contribution
to the Company, a comparison to compensation paid to executive officers in
companies of similar size in related industries, the financial performance of
the Company, and other factors the Committee believed were relevant in making
its determination. Based on its review, the Committee granted additional options
and increased cash compensation for the Executive Officers as reflected on the
Summary Compensation Table above.
Each of Messrs. Badgley, Madonia and Mish is a party to an employment
agreement with the Company or a subsidiary of the Company. The agreement of
Badgley was entered into on October 14, 1993 and the agreements of Messrs.
Madonia and Mish were approved in July, 1995. Mr. Miller, the Company's Chief
Executive Officer, was not employed under an employment agreement during fiscal
1997. Mr. Miller's compensation for fiscal 1997 was established by the Board of
Directors, and he received no options for the purchase of shares of Common
Stock. Mr. Miller is a holder of approximately 15% of the outstanding
Common Stock.
FEDERAL INCOME TAX DEDUCTIBILITY LIMITATION ON EXECUTIVE COMPENSATION.
Section 162(m) of the Internal Revenue Code was enacted as part of the 1993
Omnibus Budget Reconciliation Act ("OBRA") and generally disallows a corporate
deduction for compensation over $1,000,000 paid to the Company's Chief Executive
Officer or any other of the four highest compensated officers. The Committee
continues to analyze the potential impact of this limitation. Under the
regulations and the transition rules, executive compensation pursuant to the
1994 Plan should be qualifying "performance based" compensation and
10
<PAGE>
therefore be excluded from the $1,000,000 limit. Other forms of compensation
provided by the Company, however, including base salary and amounts awarded
under the Cash Bonus Plan, are not excluded from the limit. The Committee
currently anticipates that substantially all compensation to be paid in future
years will be deductible under Section 162(m) because of the spread between
present levels of executive officer compensation and the limit under the
regulation. In any event, the Committee believes that performance based
compensation is desirable and can be structured to qualify as performance based
compensation under Section 162(m).
A. Russell Chandler, III
Stephen A. Furbacher
Richard H. Roberts
PERFORMANCE GRAPH
The following line graph compares the percentage change in the cumulative
shareholder return of the Common Stock with The New York Stock Exchange
Composite Index and the Standard & Poor's Heavy Trucks and Parts Index over the
period of time from August 2, 1994 (the initial trading date of the Common
Stock) through April 30, 1997. The Common Stock was quoted on the Nasdaq Stock
Market's National Market until December 19, 1995, and since that date has traded
on the New York Stock Exchange. The respective returns assume reinvestment of
dividends paid.
COMPARISON OF CUMULATIVE TOTAL RETURNS
[stock performance graph]
<TABLE>
<CAPTION>
8/2/94 4/28/95 4/30/96 4/30/97
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Miller Industries, Inc. 100 161 372 475
- -------------------------------------------------------------------------------
NYSE Composite Index 100 109 138 164
- -------------------------------------------------------------------------------
S&P Heavy Duty Trucks & Parts 100 105 121 154
- -------------------------------------------------------------------------------
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year 1997, the Company leased an airplane from Flow
Measurement, Inc. Aggregate payments made during fiscal 1997 were $33,730.
William G. Miller, Chairman and Co-Chief Executive Officer of the Company, owns
80% of the outstanding stock of Flow Measurement, Inc. The
11
<PAGE>
Company believes the rates charged for lease of the airplane were below rates
the Company could otherwise obtain from an independent third party.
PROPOSAL 2: AMENDMENT TO THE CHARTER
The Board of Directors has approved unanimously an amendment to the
Company's Charter (the "Charter") to provide for the annual election of all
directors (the "Amendment"). If the Amendment is approved by the shareholders,
the Amendment will be reflected in the Charter, and will take affect when
directors are elected at the Annual Meeting in 1998. The Company believes that
its officers and directors will vote shares of Common Stock owned by each of
them in favor of the Amendment, but no assurances can be given in this regard.
Shareholders are urged to read carefully the following description of the
proposed Amendment, which describes the purposes and effects of such Amendment.
The Charter currently provides that the Board of Directors be elected on a
staggered basis. Under the terms of the Company's Bylaws and Charter, the
members of the Board of Directors are divided into three classes (Class I,
Class II, and Class III). The terms of each class of directors expire during
different years. At each succeeding annual meeting of shareholders, successors
to the class of directors whose term expires at that annual meeting are elected
for a three-year term, so that, generally, only one-third of the total number of
directors stand for election at the same time. The Board may fill directorships
resulting from vacancies or may decrease the number of directors.
If the Amendment is approved, the terms of all directors will expire
annually and at each annual meeting all directors will stand for election for
one-year terms. The Board believes that electing all of the directors annually,
rather than in staggered terms, is generally a more desirable structure for the
Board of Directors of a public company. Additionally, the Company understands
that certain institutional investors view a staggered board as a mechanism which
can tend to lead to the entrenchment of management. The Amendment is not being
proposed in response to any specific takeover effort of which the Board is
aware. The Board believes, however, that it is desirable for the shareholders
to approve the Amendment at this time to provide the Company with the most
flexible method for electing directors.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock is required for the adoption of the proposed Amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AMENDMENT OF THE COMPANY'S
CHARTER TO PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS.
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors has
appointed Arthur Andersen, LLP, independent public accountants, to audit the
accounts of the Company for fiscal 1998. Arthur Andersen, LLP audited the
accounts of the Company for fiscal 1997 and has served as independent public
accountants to the Company since its inception. While ratification by the
shareholders of this appointment is not required by law or the Company's Charter
or Bylaws, management of the Company believes that such ratification is
desirable. A representative of Arthur Andersen, LLP, is expected to be present
at the Annual Meeting, will have an opportunity to make a statement if he or she
so desires, and is expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF ARTHUR ANDERSEN,
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS TO THE COMPANY.
12
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 and the disclosure
requirements of Item 405 of Regulation S-K require the directors and executive
officers of the accompany, and any persons holding more than 10% of any class of
equity securities of the Company, to report their ownership of such equity
securities and any subsequent changes in that ownership to the Securities and
Exchange Commission, The New York Stock Exchange and the Company. Based solely
on a review of the written statements and copies of such reports furnished to
the Company by its executive officers and directors, the Company believes that
during fiscal 1997 all Section 16(a) filing requirements applicable to its
executive officers, directors and stockholders were timely satisfied.
DEADLINE FOR SUBMISSION TO SHAREHOLDERS
OF PROPOSALS TO BE PRESENTED AT THE
1998 ANNUAL MEETING OF SHAREHOLDERS
Any proposal intended to be presented for action at the 1998 Annual Meeting
of Shareholders by any shareholder of the Company must be received by the
Secretary of the Company not later than March __, 1998 in order for such
proposal to be considered for inclusion in the Company's Proxy Statement and
proxy relating to its 1998 Annual Meeting of Shareholders. Nothing in this
paragraph shall be deemed to require the Company to include any shareholder
proposal which does not meet all the requirements for such inclusion established
by the Securities and Exchange Commission at the time in effect.
METHOD OF COUNTING VOTES
Unless a contrary choice is indicated, all duly executed proxies will be
voted in accordance with the instructions set forth on the back side of the
proxy card. Abstentions and "non-votes" will be counted for the purposes of
determining a quorum. Abstentions and non-votes are treated as votes against
the proposals presented to the shareholders other than the election of
directors. Because directors are elected by a plurality of the votes cast,
abstentions are not considered in the election. A "non-vote" occurs when a
nominee holding shares for a beneficial owner votes on one proposal, but does
not vote on another proposal because the nominee does not have discretionary
voting power and has not received instructions from the beneficial owner.
MISCELLANEOUS
It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, shareholders who do not expect to attend in person are
urged, regardless of the number of shares of stock owned, to date, sign and
return the enclosed proxies promptly.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
APRIL 30, 1997 IS INCLUDED WITHIN THE ANNUAL REPORT PROVIDED WITH THIS PROXY
STATEMENT. COPIES OF EXHIBITS FILED WITH THE FORM 10-K ARE AVAILABLE UPON
WRITTEN REQUEST AND PAYMENT OF CHARGES APPROXIMATING THE COMPANY'S COST.
REQUESTS SHOULD BE MADE IN WRITING TO FRANK MADONIA, VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL, MILLER INDUSTRIES, INC., 3220 POINTE PARKWAY, SUITE 100,
NORCROSS, GEORGIA 30092.
13
<PAGE>
MILLER INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON FRIDAY, AUGUST 29, 1997
PROXY
The undersigned shareholder of Miller Industries, Inc. hereby constitutes and
appoints William G. Miller and Frank Madonia, or either of them, the true and
lawful attorneys and proxies of the undersigned with full power of substitution
and appointment, for and in the name, place and stead of the undersigned, to
vote all of the undersigned's shares of Common Stock of Miller Industries, Inc.,
at the Annual Meeting of the Shareholders to be held in Atlanta, Georgia on
Friday, the 29th day of August, 1997, at 11:00 a.m., and at any and all
adjournments thereof as follows:
(1) [_] FOR all of the following Class III nominees (except as marked to the
contrary below):
NOMINEES: Paul E. Drack and Stephen A. Furbacher.
[_] WITHHOLD AUTHORITY to vote for all nominees listed.
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________
(2) For the approval of the proposal to amend the Charter to provide for the
annual election of all directors.
[_] For [_] Against [_] Abstain
(3) For the approval of the proposal to ratify the appointment of Arthur
Andersen, LLP as the independent accountants of the Company.
[_] For [_] Against [_] Abstain
(4) For the transaction of such other business as may lawfully come before
the meeting, hereby revoking any proxies as to said shares heretofore
given by the undersigned and ratifying and confirming all that said
attorneys and proxies may lawfully do by virtue hereof.
THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" EACH OF THE NOMINEES AND PROPOSALS
LISTED ABOVE AND UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE
PROVIDED, THE PROXY WILL BE SO VOTED.
<PAGE>
It is understood that this proxy confers discretionary authority in respect to
matters not known or determined at the time of the mailing of the notice of the
meeting to the undersigned.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders dated July __, 1997 and the Proxy Statement furnished therewith.
Dated and signed _________________, 1997
________________________________________
________________________________________
(Signature should agree with the name(s)
hereon. Executors, administrators,
trustees, guardians and attorneys should
so indicate when signing. For joint
accounts each owner should sign.
Corporations should sign their full
corporate name by a duly authorized
officer.)
This proxy is revocable at or at any time prior to the meeting. Please sign
and return this proxy to SunTrust Bank, Atlanta, Attn: Corporate Trust
Department, P.O. Box 4625, Atlanta, Georgia 30302, in the accompanying prepaid
envelope.
