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:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Miller Industries, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and O-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 O-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 O-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.:
--------------------------------------------------
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--------------------------------------------------
4) Date Filed:
---------------------------------------------------
<PAGE>
MILLER INDUSTRIES, INC. [LOGO APPEARS HERE]
8503 Hilltop Drive,
Ooltewah, Tennessee 37363
(423) 238-4171
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Miller Industries,
Inc. (the "Company") will be held at 10:00 a.m. (Eastern Time),
on Friday, September 11, 1998 at the Hilton Northeast Atlanta,
5993 Peachtree Industrial Boulevard, Norcross, Georgia, for the
following purposes:
1. To elect six (6) directors to hold office for a term of
one (1) year or until their successors are duly elected
and qualified;
2. To consider and act upon a proposal to ratify the
appointment of Arthur Andersen, LLP as the independent
accountants of the Company; and
3. 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
22, 1998 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 29, 1998
===================================================================
||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.
8503 Hilltop Drive,
Ooltewah, Tennessee 37363
(423) 238-4171
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, September 11,
1998 at 10:00 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 30, 1998.
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 six director nominees 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 22, 1998 are entitled to vote at the Annual Meeting. On
such date, the Company had issued and outstanding 46,709,449
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 22, 1998, 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 <F1> Class <F1>
- ------------------------------------ ----------------- ----------
<S> <C> <C>
William G. Miller <F2> 6,931,791<F3> 14.84%
Jeffrey I. Badgley 308,756<F4> *
Frank Madonia 281,131<F5> *
J. Vincent Mish 281,131<F5> *
Adam L. Dunayer 66,250<F6> *
A. Russell Chandler, III 197,500<F7> *
Paul E. Drack 90,000<F8> *
Stephen A. Furbacher 131,600<F8> *
Richard H. Roberts 81,000<F9> *
All Executive Officers and Directors as a Group 8,633,990<F10> 18.01%
(10 persons)
____________________________
*Less than one percent
<FN>
<F1> 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.
<F2> Mr. Miller's business address is c/o Miller Industries, Inc., 3220
Pointe Parkway, Suite 100, Norcross, Georgia 30092.
<F3> Includes 546,444 shares held by the Miller Family Foundation, Inc.,
a Georgia non-profit corporation of which Mr. Miller is the sole
director.
<F4> Includes 232,179 shares which are issuable pursuant to options which
are exercisable within sixty days of the date set forth above.
<F5> Includes 203,054 shares which are issuable pursuant to options which
are exercisable within sixty days of the date set forth above.
<F6> Includes 61,750 shares which are issuable pursuant to options which
are exercisable within sixty days of the date set forth above.
<F7> Includes 25,500 shares held in trust for the benefit of Mr. Chandler's
children and 86,000 shares which are issuable pursuant to options which
are exercisable within sixty days of the date set forth above.
<F8> Includes 86,000 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
<F9> Includes 71,000 shares which are issuable pursuant to options which are
exercisable within sixty days of the date set forth above.
<F10> Includes 1,218,433 shares which are issuable pursuant to options which
are exercisable within sixty days of the date set forth above.
</FN>
</TABLE>
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 comprise a single class and at each annual meeting of
shareholders all directors will be elected. The directors, if
reelected, will serve until the annual meeting of shareholders in
1999. The Board may fill directorships resulting from vacancies
or may increase the number of directors to as many as fifteen or
decrease such number to as few as three directors. Executive
officers are appointed annually and serve at the discretion of
the Board of Directors.
Unless contrary instructions are received, shares of Common
Stock 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 directors. All six 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.
Name of Director Background Information
---------------- ----------------------
Jeffrey I. Badgley Mr. Badgley, 46, has served as Chief
Executive Officer of the Company since
November 1997, 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 shared with Mr. Miller until
November 1997. Mr. Badgley served as Vice
President of the Company from 1994 to 1996,
and as Chief Operating Officer of the Company
from June 1996 to June 1997. In addition,
Mr. Badgley has served as President of Miller
Industries Towing Equipment Inc. since 1996.
Mr. Badgley served as Vice President - Sales
of Miller Industries Towing Equipment Inc.
from 1988 to 1996. He previously served as
Vice President - Sales and Marketing of
Challenger Wrecker Corporation, from 1982
until joining Miller Industries Towing Equipment
Inc.
<PAGE>
A. Russell Chandler, III Mr. Chandler, 53, has served as a director of
the Company since April 1994. He currently
serves as Chairman of Amplified.Com, an
internet music provider, 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.
3<PAGE>
Paul E. Drack Mr. Drack, 69, 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 Mr. Furbacher, 78, 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
Fleet Financial Group, AMAX Inc., Kennecott
Copper Corporation, Amerace Corporation and
Bostrom Manufacturing Company.
William G. Miller Mr. Miller, 51, has served as Chairman of the
Board since April 1994. He served as Chief
Executive Officer of the Company from April 1994
until June 1997. In June 1997, he was named Co-
Chief Executive Officer, a title he shared
with the Company's President, Jeffrey I.
Badgley until November 1997. 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.
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 Mr. Roberts, 44, 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.
The Board of Directors held 5 meetings during the fiscal
year ended April 30, 1998. 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 4
meetings during fiscal 1998.
4<PAGE>
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 4 times during fiscal 1998.
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 1 meeting during fiscal 1998. 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.
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 Chief Executive Officer and to each of the Company's
other most highly compensated executive officers as of the end of
fiscal 1998 who earned in excess of $100,000 in salary and bonus
during fiscal 1998 (collectively, the "Named Executive
Officers").
<TABLE>
<CAPTION>
Long Term
Annual Compensation<F1> Compensation
Awards
---------------------- -------------
Securities All
Underlying Other
Salary Bonus Options Compensation
Name and Principal Position Year ($) ($) (#) ($)
--------------------------- ---- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
William G. Miller <F2><F3> 1998 $162,500 $129,167 - -
Chairman 1997 150,000 54,167 - -
1996 150,000 41,667 - -
Jeffrey I. Badgley <F2> 1998 162,500 119,417 35,000 $ 2,056<F4>
President and Chief Executive Officer 1997 119,167 37,417 90,000 1,266<F4>
1996 98,333 27,083 99,000 626<F4>
Frank Madonia <F2> 1998 132,500 97,083 22,000 1,292<F4>
Vice President, Secretary and 1997 99,167 33,750 72,000 1,079<F4>
General Counsel 1996 83,333 22,083 76,500 533<F4>
J. Vincent Mish <F2> 1998 120,000 93,063 22,000 1,167<F4>
Vice President and President of 1997 99,167 30,750 72,000 813<F4>
the Financial Services Group 1996 83,333 20,000 76,500 469<F4>
Adam L. Dunayer <F2><F5> 1998 132,500 80,000 72,000 562<F4>
Vice President and Chief Financial 1997 66,766 - 120,000 -
Officer
_______________________
<FN>
<F1> Excludes perquisites and other personal benefits aggregating
less than $50,000 or 10% of the named executive officer's
annual salary and bonus.
<F2> Bonus awards consist entirely of amounts earned in previous fiscal
years which are paid incrementally to the executive officer in the
year noted in accordance with the Company's bonus plan. No bonuses
were awarded to executive officers based on performance during the 1998
fiscal year.
<F3> Mr. Miller served as Co-Chief Executive Officer with Mr. Badgley
until November 10, 1997.
<F4> Consists of a matching contribution made to the executive's account
in the Company's 401(k) Plan.
<F5> Mr. Dunayer joined the Company during the 1997 fiscal year.
</FN>
</TABLE>
5
<PAGE>
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table summarizes certain information regarding
stock options issued to the Named Executive Officers during
fiscal 1998 under the Company's 1994 Stock Option and Incentive
Plan (the "1994 Plan"). The hypothetical gains or "option
spreads" that would exist for the respective options, based on
assumed rates of annual compound stock appreciation of 5% and 10%
from the date the options were granted over the full option term,
are also reflected:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Potential realizable
Percent of value at assumed
Number of total annual rates of stock
Securities options price appreciation for
Underlying granted to Exercise or option term <F2>
Options employees in base price Expiration -------------------------------
Name Granted<F1> fiscal year ($/Sh) date 5%($) 10%($)
---- ----------- ------------ ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
William G. Miller -0- -0- $0 - - -
Jeffrey I. Badgley 35,000 <F3> 4.35% $14.625 6/27/07 $321,915.44 $815,796.92
Frank Madonia 22,000 <F3> 2.74% $14.625 6/27/07 $202,346.85 $512,786.64
J. Vincent Mish 22,000 <F3> 2.74% $14.625 6/27/07 $202,346.85 $512,786.64
Adam L. Dunayer 22,000 <F3> 2.74% $14.625 6/27/07 $202,346.85 $512,786.64
50,000 6.22% $9.8125 12/4/07 $308,551.42 $781,929.89
<FN>
<F1> All options were granted pursuant to the 1994 Plan, have a term of ten
years, and vest in one-fourth increments annually from the date of grant.
<F2> These amounts represent assumed rates of appreciation only. Actual
gains, if any, on stock option exercises and holdings of Common Stock are
dependent upon the future performance of the shares and overall market
conditions. There can be no assurance that the amounts reflected in this
table will be achieved.
<F3> Options granted as indicated were based on performance of the executive
officer during the 1997 fiscal year. No options were granted based on
performance during the 1998 fiscal year.
</FN>
</TABLE>
6
<PAGE>
OPTIONS EXERCISED IN LAST FISCAL YEAR, FISCAL YEAR END OPTION VALUES
The following table summarizes certain information regarding option
exercises during the fiscal year ended April 30, 1998 and year end option
values of the Named Executive Officers.
<TABLE>
<CAPTION>
Number of securities
Shares underlying unexercised Value of unexercised in-
Acquired options at April 30, 1998 the-money options at
on Value Realized (No. of shares) April 30, 1998 <F1>
Exercise -------------------------- ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------------ ---------- -------------- ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
William G. Miller 0 0 0 0 0 0
Jeffrey I. Badgley 2,000 $27,215.00 134,929 197,000 $551,603.52 $452,241.00
Frank Madonia 2,000 $27,215.00 119,179 159,250 $505,501.02 $406,138.50
J. Vincent Mish 2,000 $27,215.00 119,179 159,250 $505,501.02 $406,138.50
Adam L. Dunayer 0 0 30,000 162,000 0 0
<FN>
<F1> Reflects the market value of the underlying securities at the closing
price on the New York Stock Exchange on April 30, 1998 ($7.875), less the
exercise price.
</FN>
</TABLE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, SEVERANCE AND CHANGE-IN-
CONTROL ARRANGEMENTS
In July 1997, the Company entered into an employment agreement with
Mr. Miller which provides for a base salary as agreed to by the Company
and the Employee from time to time, but which shall in any event be
substantially the same as the base salary of the Chief Executive Officer
of the Company. Mr. Miller also receives certain insurance and other
benefits as are generally provided by the Company to its executive
employees. Mr. Miller's employment agreement is for an indeterminate
term and requires Mr. Miller to meet certain concurrent employment
conditions with the Company or its affiliates. Employment may be
terminated by either party upon three years written notice or for
"cause," as defined in the employment agreement. The agreement also
provides for non-competition by Mr. Miller for a period ending three
years from termination of the agreement if the agreement is terminated by
breach of Mr. Miller.
In October 1993, Miller Industries Towing Equipment Inc. 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 may be terminated prior to that time for "cause," as defined
in the employment 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 period is
extended by agreement. In consideration of the non-competition
agreement, Miller Industries Towing Equipment Inc. will pay one-half of
Mr. Badgley'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 two or more years from the date of expiration or termination of
employment. The non-competition agreements also contain, among other
provisions, confidentiality and non-disclosure provisions respecting
disclosure of confidential information of the Company.
7<PAGE>
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 non-employee 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 1998, 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.
The three components of executive officer compensation are base
salary, annual cash bonus awards and stock option grants, except with
respect to the Chairman, who declined any stock option award in Fiscal
1998 as has been his custom in previous years. In addition to the
Committee's determinations on base salary and bonus award, the Committee
administers the 1994 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 Committee
is currently conducting such a review covering all three components of
executive compensation (base salary, annual cash bonus awards and stock
option grants).
OPTION GRANTS. 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
1998 fiscal year, the Company granted an aggregate of 803,575 options to
employees and executive officers under the 1994 Plan. The named
executive officers received options for the purchase of an aggregate of
151,000 shares, or 18.79% of the total shares subject to option grants
granted in fiscal 1998 under the 1994 Plan however, no executive officer
was granted options based on performance during the 1998 fiscal year.
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.
SALARIES. During fiscal 1998, 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
8<PAGE>
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. The Committee is currently
conducting a substantially similar review covering all three components
of executive compensation (base salary, annual cash bonus awards and
stock option grants).
EMPLOYMENT AGREEMENTS. Each of Messrs. Badgley and Miller is a
party to an employment agreement with the Company or a subsidiary of the
Company, which is described under "Employment Contracts, Termination of
Employment, Severance and Change-in-Control Arrangements."
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 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 in a
manner to constitute qualifying 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 Duty Trucks and
Parts Index over the period of time from August 2, 1994 (the initial trading
date of the Common Stock) through April 30, 1998. 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 appears here]
<TABLE>
<CAPTION>
8/2/94 4/28/95 4/30/96 4/30/97 4/30/98
------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Miller Industries, Inc. 100 161 372 475 315
NYSE Composite Index 100 109 138 164 227
S&P Heavy Duty Trucks & Parts 100 103 114 142 221
</TABLE>
9<PAGE>
PROPOSAL 2: 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
1999. Arthur Andersen, LLP audited the accounts of the Company
for fiscal 1998 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.
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 company, 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 1998 all
Section 16(a) filing requirements applicable to its executive
officers, directors and stockholders were complied with, and the
Company is not aware of any filing delinquencies, except as set
forth below.
Messrs. Badgley, Madonia and Mish each failed to file on a
timely basis one Form 4 relating to one transaction in the Common
Stock. Messrs. Badgley, Dunayer, Madonia, Mish, and Sebastian each
failed to file on a timely basis one Form 5 relating to one transaction
in the Common Stock and Messrs. Chandler, Drack, Furbacher, and Roberts
each failed to file on a timely basis one Form 5 relating to two
transactions on the Common Stock. All such transactions were subsequently
reported.
DEADLINES FOR SUBMISSION TO SHAREHOLDERS
OF PROPOSALS TO BE PRESENTED AT THE
1999 ANNUAL MEETING OF SHAREHOLDERS
Any proposal intended to be presented for action at the 1999
Annual Meeting of Shareholders by any shareholder of the Company
must be received by the Secretary of the Company not later than
April 1, 1999 in order for such proposal to be considered for
inclusion in the Company's Proxy Statement and proxy relating to
its 1999 Annual Meeting of Shareholders. In the event that a
proposal intended to be presented for action at the 1999 Annual
Meeting of Shareholders by any shareholder of the Company is not
received by the Secretary of the Company on or before June 15,
1999, then the management proxies would be allowed to use their
discretionary voting authority if the proposal is raised at the
annual meeting, whether or not the matter is discussed in the
Proxy Statement. 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.
10
<PAGE>
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, 1998 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 UPON
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.
11
<PAGE>
MILLER INDUSTRIES, INC.
This Proxy is Solicited by the Board of Directors for the Annual
Meeting of
Shareholders to be Held on Friday, September 11, 1998
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 11th day of September, 1998, at
10:00 a.m., and at any and all adjournments thereof as follows:
(1)/ / FOR all of the following nominees (except as marked to
the contrary below):
NOMINEES: Jeffrey I. Badgley, A. Russell Chandler, III,
Paul E. Drack, Stephen A. Furbacher, William G. Miller
and Richard H. Roberts.
/ / 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 ratify the
appointment of Arthur Andersen, LLP as the independent
accountants of the Company.
/ / For / / Against / / Abstain
(3) 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.
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.
<PAGE>
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders dated July 29, 1998 and the
Proxy Statement furnished therewith.
Dated and signed ________________________, 1998
____________________________________________
____________________________________________
(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: Stock Transfer Department, P.O. Box 4625,
Atlanta, Georgia 30302, in the accompanying prepaid envelope.
