Rule 424(b)(3)
File No. 333-34639
PROSPECTUS SUPPLEMENT NO. 1 DATED JUNE 22, 1998
(TO PROSPECTUS DATED JANUARY 27, 1998)
560,935 Shares
MILLER INDUSTRIES, INC.
Common Stock
This Prospectus Supplement is part of the Prospectus dated January
27, 1998 and should be read in conjunction therewith.
The Company hereby deletes, in its entirety, the Selling
Shareholders section of the above Prospectus and replaces it with the
following:
SELLING SHAREHOLDERS
The following table sets forth certain information as of June 22,
1998 as to the security ownership of the Selling Shareholders. Except
as set forth below, none of the Selling Shareholders has had a material
relationship with the Company or any of its predecessors or affiliates
within the past three years.
Each of the Selling Shareholders acquired his or her Shares in
connection with the acquisition by the Company or a subsidiary thereof
of a corporation in which they were a shareholder. The aggregate
consideration in each of these transactions was shares of Common Stock,
the assumption of certain liabilities and in some transactions cash. In
connection with the above referenced transactions, the Company and the
Selling Shareholders entered into separate agreements pursuant to which
the Company agreed to file this Registration Statement with respect to
the Shares acquired by the Selling Shareholder in the transaction.
<TABLE>
<CAPTION>
Shares of Common Stock Beneficially Shares of Common Stock
Owned Prior to the Offering Beneficially Owned After
the Offering<FN1>
--------------------------------------- --------------------------
Name Percent of Shares Percent of
Number Class Offered<FN1> Number Class
------ ---------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C>
Paul E. Autry 5,653 * 5,653 -0- *
James A. and Margaret M.
Baumhardt 5,653 * 5,653 -0- *
Donna H. Brantley<FN2><FN3> 333 * 333 -0- *
Dickey Family Trust 34,872 * 34,872 -0- *
Dickey Marital Trust, Share One 54,150 * 54,150 -0- *
Dickey Marital Trust, Share Two 19,278 * 19,278 -0- *
Buddy F. Ford<FN2> & Barbara
Kothman 51,530 * 51,530 -0- *
Louis J. Fox 7,827 * 7,827 -0- *
Wes<FN2> & Loretta Gass 72,999 * 72,999 -0- *
Belinda Harris 1,316 * 1,316 -0- *
Dennis E. Harris<FN2><FN3> 333 * 333 -0- *
<PAGE>
Marvin Ray Harris<FN2><FN3> 52,647 * 52,647 -0- *
John G. Lewis<FN2><FN3> 56,619 * 56,619 -0- *
Ray Schreiber 39,571 * 39,571 -0- *
Michael W. Scully<FN2> 3,733 * 3,733 -0- *
June E. Tsakopulos 2,827 * 2,827 -0- *
Catherine Wareham<FN2><FN3> 22,953 * 22,953 -0- *
John Wareham<FN2><FN3> 33,303 * 33,303 -0- *
The Merlin Zuiderveen<FN2><FN3> 55,582 * 55,582 -0- *
Randall Zuiderveen<FN2><FN3> 14,682 * 14,682 -0- *
Richard Zuiderveen<FN2><FN3> 25,074 * 25,074 -0- *
-------- -------- ----------
Total 560,935 560,935 -0-
</TABLE>
- -------------------------------
[FN]
* Less than 1%
<FN1> All of the Shares received by the Selling Shareholders in
connection with the acquisition of the Selling Shareholders' businesses
by the Company are being registered hereunder and may be offered
pursuant to this Prospectus. There is no assurance, however, that the
Selling Shareholders will sell any or all of the Shares offered hereby.
<FN2> In connection with the acquisition of such Selling Shareholder's
business by the Company, the Selling Shareholder entered into an
employment agreement with a subsidiary of the Company pursuant to which
he or she agreed to provide certain services to such subsidiary for a
period of three to five years from the closing date of the acquisition
of his or her business by the Company. Under such employment agreement,
the Selling Shareholder is paid an annual salary, receives options for
shares of Common Stock to be issued in accordance with and upon the
terms and conditions of the Company's Stock Option and Incentive Plan,
and may be eligible for an annual bonus, subject to certain performance
criteria, all of which payments and benefits are comparable to those
received by similarly situated employees of the Company for comparable
services.
<FN3> In connection with the acquisition of such Selling Shareholder's
business by the Company, the Selling Shareholder and/or an affiliated
individual or entity (the "Lessor") entered into a lease with the
Company or its subsidiary (the "Lessee") pursuant to which the Lessor
leased to the Lessee property on which such business is being operated.
The Company believes that the terms and conditions of such leases
reflect current market rates in the relevant area.
</FN>
_______________
The date of this Prospectus Supplement is June 22, 1998.
