Rule 424(b)(3)
File No. 333-34641
PROSPECTUS SUPPLEMENT NO. 3 DATED FEBRUARY 25, 1998
(TO PROSPECTUS DATED DECEMBER 15, 1997)
5,000,000 Shares
MILLER INDUSTRIES, INC.
Common Stock
This Prospectus Supplement is part of the Prospectus dated
December 15, 1997 and should be read in conjunction therewith.
Subsequent to December 15, 1997, the Company has acquired 11
towing service companies in separate transactions, none of which
were individually material to the financial results of the
Company and, in the aggregate, do not have such a material effect
as set forth in Rule 3-05 under Regulation S-X promulgated by the
Securities and Exchange Commission. The Company issued an
aggregate of approximately 927,439 shares of Common Stock and
paid approximately $3,734,463 of cash in such transactions which
have been accounted for under the purchase method of accounting,
and issued an aggregate of approximately 98,823 shares of Common
Stock in such transactions which have been accounted for under
the pooling-of-interests method of accounting.
At February 25, 1998, the Company had entered into letters
of intent to acquire 29 additional towing service companies.
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.
On February 6, 1998, the Company issued a press release
announcing that it has increased its revolving unsecured credit
facility from $60 million to $150 million. The new facility has
a term of three years, and is designed to support the Company's
business plan, which includes continuing to acquire towing
service companies with a mix of cash and stock.
On February 25, 1998, the Company issued a press release
announcing that its earnings for its third fiscal quarter will be
below analysts' expectations. The lower results are the result
of lower than anticipated demand for the Company's towing
equipment as well as for RoadOne's towing services. The Company
attributes the softness in demand for its products and services
in part to the unusually mild winter weather throughout most of
the United States accompanied by increased price competition for
its towing equipment. In addition, the Company experienced
increased costs at its RoadOne subsidiary. The cost increases at
RoadOne were the result of planned increases of corporate
overhead to support the business expansion as well as the typical
seasonal increase in staffing to support the winter demand at its
locations. The Company affirmed that it will continue to devote
resources to develop the infrastructure and core systems to
achieve RoadOne's mission to be a national towing service
provider. This may continue to affect earnings in the short
term. The Company said that its earnings per share for its third
fiscal quarter are expected to be in the range of $0.04 - $0.06
with revenues of approximately $103 million.
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The date of this Prospectus Supplement is February 25, 1998.
