File No. 333-34639
As filed with the Securities and Exchange Commission on September 17, 1998.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MILLER INDUSTRIES, INC.
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(Exact name of issuer as specified in its charter)
Tennessee 62-1566286
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
8503 Hilltop Drive, Ooltewah, Tennessee 37363
(423) 238-4171
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(Address, including zip code, and telephone number, including
area code, of issuer's principal executive offices)
Frank Madonia
Vice President, Secretary and General Counsel
MILLER INDUSTRIES, INC.
8503 Hilltop Drive, Ooltewah, Tennessee 37363
(423) 238-4171
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
David A. Stockton, Esquire
KILPATRICK STOCKTON LLP
1100 Peachtree Street, Atlanta, Georgia 30309-4530
Telephone: (404) 815-6500
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined by market conditions.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. / /
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / / ____________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
_______________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
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The Registrant hereby deregisters all of the shares of its
Common Stock, par value $.01 per share, previously registered on
Form S-3 (File No. 333-34639) because, in accordance with the
provisions of the relevant acquisition agreements, the Registrant
is no longer required to maintain the registration of such
shares.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit
Number Description of Exhibit
------- ----------------------
24. Power of Attorney (included on the Signature
Page to this Registration Statement as
originally filed).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chattanooga, State of
Tennessee, on September 16, 1998.
MILLER INDUSTRIES, INC.
By: /s/ Adam L. Dunayer
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Adam L. Dunayer
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on the 16th day of
September, 1998.
Signature Title
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* Chairman of the Board of Directors
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William G. Miller
* President, Chief Executive Officer,
- ---------------------------- and Director
Jeffrey I. Badgley (Principal Executive Officer)
Vice President, Treasurer and
/s/ Adam L. Dunayer Chief Financial Officer (Principal
- ------------------------------ Financial and Accounting Officer)
* Director
- -----------------------------
A. Russell Chandler, III
* Director
- -----------------------------
Paul E. Drack
* Director
- -----------------------------
Stephen A. Furbacher
* Director
- -----------------------------
Richard H. Roberts
*By:/s/ Adam L. Dynayer
- -----------------------------
Adam L. Dunayer
Attorney-in-fact
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Exhibit Index
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Exhibit
Number Description of Exhibit
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24. Power of Attorney (included on the Signature Page to
this Registration Statement as originally filed).
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