File No. 333-34641
As filed with the Securities and Exchange Commission on March 4, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MILLER INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Tennessee 3713 62-1566286
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
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
-------------------------------------------------------------------
(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.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the
following box. / /
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE COMPANY SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION
MARCH __, 1998
5,000,000 Shares
MILLER INDUSTRIES, INC.
Common Stock
This Prospectus relates to 5,000,000 shares (the "Shares")
of Common Stock, par value $.01 per share (the "Common Stock"),
of Miller Industries, Inc., a Tennessee corporation ("Miller" or
the "Company"), which may be issued from time to time in the
future by the Company on the completion of acquisitions of
assets, businesses and securities, or on the payment of dividends
on or conversion of shares of preferred stock or the conversion
of or payment of interest on convertible notes issued or deferred
payment obligations undertaken in connection with such
acquisitions. No period of time has been fixed within which the
Shares may be offered or sold.
The consideration for acquisitions may consist of shares of
Common Stock, cash, deferred payment obligations, notes,
assumptions of liabilities or a combination thereof as determined
by negotiations between the Company's representatives and the
owners or controlling persons of the business or properties to be
acquired. Factors taken into account in acquisitions include the
quality and reputation of the management, potential earning
power, cash flow and growth potential of the businesses or
properties to be acquired, market value of the Common Stock and
other relevant factors. In addition, the Company may lease
property from and enter into employment, management, consultant
and noncompetition agreements with former owners and key
executive personnel of the businesses to be acquired. The terms
of such acquisitions and of the issuance of Common Stock under
acquisition agreements will generally be determined by direct
negotiations with the owners or controlling persons of the
business or properties to be acquired. The Company's management
anticipates that the Shares issued in any acquisition will be
valued at a price reasonably related to the market price of the
Common Stock, reported as of one or more times during the period
beginning on the date the terms of the acquisition are agreed
upon and ending on the date the Shares are issued and delivered.
This Prospectus may only be used in connection with the
issuance of Common Stock pursuant to acquisitions of businesses
or properties in business combination transactions that would be
exempt from registration but for the possibility of integration
with other transactions. If the issuance of Common Stock in
connection with an acquisition would not be exempt from
registration even if integration is not taken into account, then
offerees of the Common Stock in such an acquisition will be
furnished with copies of this Prospectus, as amended by a
supplement to this Prospectus (a "Prospectus Supplement") or a
post-effective amendment (a "Post-Effective Amendment") to the
Registration Statement on Form S-4 of which this Prospectus is a
part. This Prospectus will be furnished to security holders of
the businesses or properties to be acquired.
If an acquisition has a material financial effect upon the
Company, a Current Report on Form 8-K will be filed subsequent to
the acquisition containing financial and other information about
the acquisition that would be material to subsequent acquirors of
the Shares offered hereby, including pro forma financial
information for the Company and historical financial information
for the company being acquired. A Current Report on Form 8-K
will also be filed when an acquisition does not have a per se
material effect upon the Company, but if aggregated with other
acquisitions since the date of the Company's most recent audited
financial statements, would have such a material effect as set
forth in Rule 3-05 under Regulation S-X promulgated by the
Securities and Exchange Commission (the "Commission").
<PAGE>
All expenses of this offering will be paid by the Company.
No underwriting discounts or commissions will be paid in
connection with the issuance of Shares by the Company in business
combination transactions, although finder's fees may be paid with
respect to specific acquisitions. Any person receiving a
finder's fee may be deemed to be an underwriter within the
meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act").
This Prospectus may not be used in connection with reoffers
and resales by persons who receive Shares covered by this
Prospectus (the "Selling Shareholders") and who may be deemed to
be underwriters within the meaning of Section 2(11) of the
Securities Act unless accompanied by a Prospectus Supplement or
Post-Effective Amendment, if required, naming such persons as
Selling Shareholders and providing other information. Resales or
reoffers by Selling Shareholders may only be made pursuant to
Rule 145(d) under the Securities Act or an exemption from
registration under the Securities Act.
The Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol "MLR." On March 3, 1998, the
closing price of the Common Stock, as reported in the NYSE
consolidated reporting system, was $7.00.
See "Risk Factors" beginning on page 5 for a discussion of
certain factors that should be considered by prospective
investors.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is March __, 1998.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS
ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST DIRECTED TO FRANK
MADONIA, VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL, MILLER
INDUSTRIES, INC., 8503 HILLTOP DRIVE, OOLTEWAH, TENNESSEE,
37363, (423) 238-4171. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE BY THE DATE THAT IS FIVE
BUSINESS DAYS PRIOR TO THE DATE OF CLOSING.
2
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
OF SUCH INFORMATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company with the Commission pursuant to the
information requirements of the Exchange Act may be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10007; and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of that Web site
is http://www.sec.gov.
The Company's Common Stock is listed on the NYSE. All
reports, proxy statements and other information filed by the
Company with the NYSE may be inspected at the offices of the NYSE
at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-4 (together with any amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the
exhibits thereto, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration
Statement and the exhibits filed as a part thereof. Statements
contained in this Prospectus regarding the contents of any
contract, agreement or other document referred to are not
necessarily complete, and in each instance reference is made to
the copy of such contract, agreement or document filed as an
exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. The Registration
Statement, including the exhibits thereto, may be inspected
without charge at the principal office of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or
any part thereof may be obtained from such office upon payment of
the prescribed fees.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by the Company with
the Commission are hereby incorporated by reference:
* The Company's Annual Report on Form 10-K for the year ended April
30, 1997.
* The Company's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1997.
* The Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1997.
3<PAGE>
* The Company's Current Reports on Form 8-K filed with the
Commission on September 26, 1997, November 10, 1997 and
January 9, 1998, February 25, 1998, and March 4, 1998.
* The description of the Company's Common Stock contained in the
Company's Registration of Securities on Form 8-A filed
pursuant to the Exchange Act, Commission file number 34-14124.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of
the Shares covered by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
FORWARD-LOOKING STATEMENTS
The Company may from time to time make written or oral
forward-looking statements, including statements contained in the
Company's filings with the Commission and its reports to
shareholders. This Prospectus contains certain statements,
other than those concerning historical information, that should
be considered forward-looking and subject to various risks and
uncertainties. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and
information currently available to, management pursuant to "safe
harbor" provisions of the Private Securities Corporation Reform
Act of 1995. The Company's actual results may differ materially
from the results anticipated in these forward-looking statements
due to, among other things, factors set forth in this Prospectus
under the heading "Risk Factors," and in particular, the risks
associated with acquisitions, including, without limitation, the
risks that acquisitions do not close and the cost or difficulties
related to the integration of the acquired businesses. The
Company cautions that such factors are not exclusive. The
Company does not undertake to update any forward-looking
statement that may be made from time to time by, or on behalf of,
the Company.
THE COMPANY
Miller Industries, Inc. is a leading integrated provider of
vehicle towing and recovery equipment and services. The Company
markets its towing services under the national brand name of
RoadOne and its towing equipment under a number of well-
recognized brands.
Since 1990 the Company has developed or acquired several of
the most well-recognized brands in the fragmented towing and
recovery equipment manufacturing industry. The Company's
strategy has been to increase its market share in the industry
through a combination of acquisitions and internal growth. The
Company increased its domestic and international market share as
a result of the acquisitions of three well-known brands during
calendar 1996. In January 1996, the Company acquired Jige Lohr,
a leading European manufacturer of wreckers and car carriers, and
in April 1996, the Company acquired Boniface, a leading
manufacturer of large wreckers in the United Kingdom, thereby
establishing itself as the market leader in Europe. In September
1996, the Company acquired Vulcan International, Inc., and in
December 1997 the Company acquired Chevron, Inc., two domestic
manufacturers of towing and recovery equipment.
As a natural extension of its leading market position in
manufacturing and strong brand name recognition, the Company has
broadened its strategy to include vertical integration, with the
goal of becoming the leading worldwide manufacturer, distributor
and service provider in the towing and recovery industry. Since
July 1996, the Company has acquired ten towing equipment
distributors, which, together with its independent distributors,
are intended to be part of a North American distribution network
for towing and recovery equipment as well as other specialty
truck equipment and components. In fiscal 1997, the Company
established its Financial Services Group to provide equipment
4<PAGE>
financing and related services to its distributors and their
customers. Through the third quarter of fiscal 1998, the
Company, through its RoadOne subsidiary, has acquired 64 towing
service companies. These acquisitions are part of the Company's
plan to establish a national towing service network through owned
companies in combination with an extensive group of affiliates.
The Company intends to continue its expansion into the towing
service and distribution markets in fiscal 1998.
The Company was incorporated under the laws of the State of
Tennessee in April 1994. The Company's principal executive
offices are located at 8503 Hilltop Drive, Ooltewah, Tennessee
37363, and its telephone number is (423) 238-4171.
RISK FACTORS
THE BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
FUTURE PROSPECTS OF THE COMPANY, AND THE PREVAILING MARKET PRICE
AND PERFORMANCE OF THE COMPANY'S COMMON STOCK, MAY BE ADVERSELY
AFFECTED BY A NUMBER OF FACTORS, INCLUDING THE MATTERS DISCUSSED
BELOW.
UNCERTAINTIES IN INTEGRATING OPERATIONS AND ACHIEVING COST
SAVINGS. Many of the companies that the Company has recently
acquired and that the Company plans to acquire are large
enterprises with operations in different markets. The success of
any business combination is in part dependent on management's
ability following the transaction to integrate operations,
systems and procedures and thereby obtain business efficiencies,
economies of scale and related cost savings. The challenges
posed to the Company's management may be particularly significant
because integrating the recently acquired companies must be
addressed contemporaneously. There can be no assurance that
future consolidated results will improve as a result of cost
savings and efficiencies from any such acquisitions or proposed
acquisitions, or as to the timing or extent to which cost savings
and efficiencies will be achieved.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY. The Company
has an aggressive acquisition strategy that has involved, and is
expected to continue to involve, the acquisition of a significant
number of additional companies. As a result, the Company's
future success is dependent, in part, upon its ability to
identify, finance and acquire attractive businesses and then to
successfully integrate and/or manage such acquired businesses.
Acquisitions involve special risks, including risks associated
with unanticipated problems, liabilities and contingencies,
diversion of management attention and possible adverse effects on
earnings resulting from increased goodwill amortization,
increased interest costs, the issuance of additional securities
and difficulties related to the integration of the acquired
business. Although the Company believes that it can identify and
consummate the acquisitions of a sufficient number of businesses
to successfully implement its growth strategies, there can be no
assurance that such will be the case. Further, there can be no
assurance that future acquisitions will not have an adverse
effect upon the Company's operating results, particularly during
periods in which the operations of acquired businesses are being
integrated into the Company's operations. The Company intends to
continue to finance future acquisitions by issuing shares of its
Common Stock. In the event that the Common Stock does not
maintain a sufficient market value, or potential acquisition
candidates are otherwise unwilling to accept Common Stock as part
of the consideration for the sale of their businesses, the
Company may be required to utilize more of its cash resources, if
available, in order to maintain its acquisition program. If the
Company does not have sufficient cash resources, its growth could
be limited unless it is able to obtain additional capital through
debt or equity financings. Although the Company has an
established line of credit, there can be no assurance that the
Company will be able to obtain all the financing it will need in
the future on terms the Company deems acceptable.
RISKS OF FOREIGN MARKETS. The Company's growth strategy
includes the expansion of its operations in foreign markets. In
January 1996 the Company acquired S.A. Jige Lohr Wreckers ("Jige
Lohr"), a French manufacturer of wreckers and car carriers, and
in April 1996 the Company acquired Boniface Engineering Limited
("Boniface"), a British manufacturer of towing and recovery
equipment. Prior to these acquisitions, the Company had limited
experience with sales and manufacturing operations outside North
America. There is no assurance that the Company will be able to
5
<PAGE>
successfully integrate and expand its foreign operations.
Furthermore, there is no assurance that the Company will be able
to successfully expand sales outside of North America or compete
in markets in which it is unfamiliar with cultural and business
practices. The Company's foreign operations are subject to
various political, economic and other uncertainties, including
risks of restrictive taxation policies, foreign exchange
restrictions and currency translations, changing political
conditions and governmental regulations.
RISKS OF ENTERING NEW LINES OF BUSINESS. The Company's
growth strategy includes vertically integrating within the towing
and recovery industry through a combination of acquisitions and
internal growth. Implementation of its growth strategy has
resulted in the Company's entry into several new lines of
business. Historically, the Company's expertise has been in the
manufacture of towing equipment and the Company had no prior
operating experience in the lines of business it recently
entered. During fiscal 1997, the Company entered three new lines
of business through the acquisition of towing and recovery
equipment distributors and towing service companies, and the
establishment of the Company's Financial Services Group. The
Company's operation of these businesses will be subject to all of
the risks inherent in the establishment of a new business
enterprise. Such acquisitions present the additional risk that
newly-acquired businesses could be viewed as being in competition
with other customers of the Company. Although the new businesses
are closely related to the Company's towing equipment
manufacturing business, there can be no assurance that the
Company will be able to successfully operate these new
businesses.
CYCLICAL NATURE OF INDUSTRY AND GENERAL ECONOMIC CONDITIONS.
The towing and recovery industry is cyclical in nature and has
historically been affected by high interest rates and economic
conditions in general. Accordingly, a downturn in the economy
could have a material adverse effect on the Company's operations.
The industry is also influenced by consumer confidence and
general credit availability.
FLUCTUATIONS IN PRICE AND SUPPLY OF MATERIALS AND COMPONENT
PARTS. The Company is dependent upon outside suppliers for its
raw material needs and other purchased component parts and,
therefore, is subject to price increases and delays in receiving
supplies of such materials and component parts. There can be no
assurance that the Company will be able to pass any price
increase on to its customers. Although the Company believes that
sources of its materials and component parts will continue to be
adequate to meet its requirements and that alternative sources
are available, events beyond the Company's control could have an
adverse effect on the cost or availability of such materials and
component parts. Additionally, demand for the Company's products
could be negatively affected by the unavailability of truck
chassis, which are manufactured by third parties and are
typically purchased separately by the Company's distributors or
by towing operators and are sometimes supplied by the Company.
COMPETITION. The towing and recovery equipment
manufacturing industry is highly competitive. Competition for
sales exists at both the distributor and towing-operator levels
and is based primarily on product quality and innovation,
reputation, technology, customer service, product availability
and price. In addition, sales of the Company's products are
affected by the market for used towing and recovery equipment.
Certain of the Company's competitors may have substantially
greater financial and other resources and may provide more
attractive dealer and retail customer financing alternatives than
the Company. The Company may also face significant competition
from large competitors as it enters new lines of business,
including towing and recovery equipment distribution, financial
services and towing service businesses.
DEPENDENCE ON PROPRIETARY TECHNOLOGY. Historically, the
Company has been able to develop or acquire patented and other
proprietary product innovations which have allowed it to produce
what management believes to be technologically advanced products
relative to most of its competition. Certain of the Company's
patents expire in 2004 at which time the Company may not have a
continuing competitive advantage through proprietary products and
technology. The Company's historical market position has been a
result, in part, of its continuous efforts to develop new
products. The Company's future success and ability to maintain
market share will depend, to an extent, on new product
development.
6
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LABOR AVAILABILITY. The timely production of the Company's
wreckers and car carriers requires an adequate supply of skilled
labor. In addition, the operating costs of each manufacturing and
towing service facility can be adversely affected by high
turnover in skilled positions. Accordingly, the Company's ability
to increase sales, productivity and net earnings will be limited
to a degree by its ability to employ the skilled laborers
necessary to meet the Company's requirements. There can be no
assurance that the Company will be able to maintain an adequate
skilled labor force necessary to efficiently operate its
facilities.
DEPENDENCE ON KEY MANAGEMENT. The success of the Company is
highly dependent on the continued services of the Company's
management team. The loss of services of one or more key members
of the Company's senior management team could have a material
adverse effect on the Company. Although the Company historically
has been successful in retaining the services of its senior
management, there can be no assurance that the Company will be
able to retain such personnel in the future.
PRODUCT LIABILITY AND INSURANCE. The Company is subject to
various claims, including product liability claims arising in the
ordinary course of business, and may at times be a party to
various legal proceedings that constitute ordinary routine
litigation incidental to the Company's business. The Company
maintains reserves and liability insurance coverage at levels
based upon commercial norms and the Company's historical claims
experience. A successful product liability or other claim
brought against the Company in excess of its insurance coverage
or the inability of the Company to acquire insurance at
commercially reasonable rates could have a material adverse
effect upon the Company's business, operating results and
financial condition.
VOLATILITY OF MARKET PRICE. From time to time, there may be
significant volatility in the market price for the Common Stock.
Quarterly operating results of the Company, changes in earnings
estimated by analysts, changes in general conditions in the
Company's industry or the economy or the financial markets or
other developments affecting the Company could cause the market
price of the Common Stock to fluctuate substantially. In
addition, in recent years the stock market has experienced
significant price and volume fluctuations. This volatility has
had a significant effect on the market prices of securities
issued by many companies for reasons unrelated to their operating
performance.
POSSIBLE ADVERSE EFFECT OF FUTURE SALES OF COMMON STOCK.
The Company has filed a shelf registration statement to register
for sale, from time to time on a continuous basis, an aggregate
of approximately 5.7 million shares of Common Stock, which shares
were issued by the Company as consideration for businesses
acquired by it since August 1996 through August 1997. Future
sales of such shares, or the perception that such sales could
occur, could adversely affect the market price of Common Stock.
There can be no assurance as to when, and how many of, such
shares will be sold and the effect such sales may have on the
market price of Common Stock. In addition, the Company intends
to continue to issue Common Stock in connection with certain of
its acquisitions or in other transactions. Such securities may
be subject to resale restrictions in accordance with the
Securities Act and the regulations promulgated thereunder, as
well as resale limitations imposed by tax laws and regulations or
by contractual provisions negotiated by the Company. As such
restrictions lapse, such securities may be sold to the public.
It is contemplated that any such shares will be issued pursuant
to this Prospectus, as it may be supplemented or amended from
time to time, and thus will no longer be subject to any holding
period under Rule 144. In the event of the issuance and
subsequent resale of a substantial number of shares of Common
Stock, or a perception that such sales could occur, there could
be a material adverse effect on the prevailing market price of
Common Stock.
CONTROL BY PRINCIPAL SHAREHOLDER. William G. Miller, the
Chairman and Co-Chief Executive Officer of the Company,
beneficially owns approximately 15% of the outstanding shares of
Common Stock. Accordingly, Mr. Miller has the ability to exert
significant influence over the business affairs of the Company,
including the ability to influence the election of directors and
the result of voting on all matters requiring shareholder
approval.
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<PAGE>
ANTI-TAKEOVER PROVISIONS OF CHARTER AND BYLAWS; PREFERRED
STOCK. The Company's Charter and Bylaws contain restrictions
that may discourage other persons from attempting to acquire
control of the Company, including, without limitation, a Board of
Directors that has staggered terms for its members (although the
Company's Charter will be amended to eliminate the staggered
board effective with the 1998 annual meeting of shareholders),
prohibitions on shareholder action by written consent, and
advance notice requirements respecting amendments to certain
provisions of the Company's Charter and Bylaws. In addition, the
Company's Charter authorizes the issuance of up to 5,000,000
shares of preferred stock. The rights and preferences for any
series of preferred stock may be set by the Board of Directors,
in its sole discretion and without shareholder approval, and the
rights and preferences of any such preferred stock may be
superior to those of Common Stock and thus may adversely affect
the rights of holders of Common Stock.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock that the
Company may issue from time to time in connection with proposed
acquisitions by the Company or one or more of its subsidiaries.
The Company will not receive any proceeds from these offerings
other than the value of the businesses or properties acquired by
the Company or one or more of its subsidiaries in the proposed
acquisitions.
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth the selected consolidated
financial data of the Company, which should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and with the
Company's Consolidated Financial Statements and Notes thereto.
The selected consolidated financial data for the years ended
April 30, 1997, 1996 and 1995 have been derived from the
consolidated financial statements of the Company audited by
Arthur Andersen LLP, independent public accountants. The
selected consolidated financial data for the year ended July 31,
1993, the nine months ended April 30, 1994, the twelve months
ended April 30, 1994 and for the six months ended October 31,
1997 and October 31, 1996 have been derived from the unaudited
consolidated financial statements of the Company which in the
opinion of management, include all adjustments (which consist of
only normal recurring adjustments) necessary for a fair
presentation of the financial condition and results of operations
of the Company for those periods.
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MILLER INDUSTRIES, INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
Six
Months Twelve Nine
Ended Months Months Year
October 31 Years ended April 30 Ended Ended Ended
--------------- -------------------------- April 30, April 30, July 31,
1997 1996 1997 1996 1995 1994<F1> 1994<F2> 1993
---- ---- ---- ---- ---- ------- -------- -------
(In thousands except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statements of Income Data:
Net Sales ............................ $180,080 $135,024 $292,394 $ 180,463 $139,779 $ 94,601 $ 74,192 $ 71,554
Costs and expenses:
Costs of operations................. 143,450 111,756 238,625 148,490 113,439 72,985 57,306 54,751
Selling, general and 20,469 13,090 29,740 17,629 14,750 15,273 11,508 13,188
administrative expenses.........
Merger related expenses ........... --- --- 452 --- --- --- --- ---
Restructuring Costs ............... 4,100 --- --- --- --- --- --- ---
Interest expense, net ............. 700 257 620 209 370 409 338 311
-------- ------- ------- ------- ------- ------- ------- -------
Total costs and expenses ............. 168,719 125,103 269,437 166,328 128,559 88,667 69,152 68,250
Income before income taxes,
extraordinary gain and cumulative
effect of accounting change........ 11,361 9,921 22,957 14,135 11,220 5,934 5,040 3,304
Provision for income taxes ........... 4,265 3,548 8,436 5,108 3,736 1,644 1,620 100
-------- ------- ------- ------- ------- ------- ------- -------
Income before extraordinary gain and
cumulative effect of accounting
change............................ 7,096 6,373 14,521 9,027 7,484 4,290 3,420 3,204
Extraordinary gain on debt
retirement (less applicable
income tax of $175 in 1995 and
$26 in 1994) ..................... --- --- --- --- 288 1,143 1,143 ---
Cumulative effect of change in
accounting for income taxes ...... --- --- --- --- --- 781 781 ---
Net income ......................... 7,096 6,373 14,521 9,027 7,772 6,214 5,344 3,204
Preferred stock dividends............ --- --- --- --- --- (66) (38) (111)
-------- ------- ------- ------- ------- ------- ------- -------
Net income available for common
stockholders ..................... $ 7,096 $ 6,373 $ 14,521 $ 9,027 $ 7,772 $ 6,148 $ 5,306 $ 3,093
Net income per common share<F3>:
Before extraordinary gain and
cumulative effect of
accounting change............. $ 0.15 $ 0.16 $ 0.35 $ 0.26 $ 0.25 $ 0.20 $ 0.16 $ 0.15
Extraordinary gain on debt
retirement ................... --- --- --- --- 0.01 0.05 0.05 ---
Cumulative effect of change in
accounting for income taxes .. --- --- --- --- --- 0.04 0.04 ---
-------- ------- ------- ------- ------- ------- ------- -------
$ 0.15 $ 0.16 $ 0.35 $ 0.26 $ 0.26 0.29 0.25 $ 0.15
Weighted average number of common
and common equivalent shares
outstanding ...................... 45,988 39,485 41,454 34,102 29,428 21,072 21,072 21,072
======== ======== ======== ========== ======== ======= ======= =========
BALANCE SHEET DATA (AT PERIOD END):
Working capital ..................... $ 67,876 $ 55,794 $ 61,980 $ 52,438 $ 19,011 $ --- $ 9,382 $ 2,361
Total assets ...................... 245,728 141,586 215,297 123,978 66,018 --- 42,156 31,704
Long-term debt, less current portion . 32,619 10,390 11,282 9,335 5,171 --- 17,848 12,746
Cumulative redeemable preferred
stock .............................. --- --- --- --- --- --- 4,094 4,094
Common shareholders' equity
(deficit) ........................... 157,319 81,564 138,783 71,913 32,320 --- 2,443 (201)
<FN>
<F1> The twelve month period ended April 30, 1994 is presented for
comparison only.
<F2> In connection with the reorganization preceding the initial public
offering, the Company adopted an April 30 year end.
<F3> Net income per common share and the weighted average number of
common and common equivalent shares outstanding are computed after
giving retroactive effect to the 3-for-2 stock split effected on
April 12, 1996, the 2-for-1 stock split effected on September 30,
1996, the 3-for-2 stock split effected on December 30, 1996, and the
issuance of 18,472,500 shares of common stock in connection with the
reorganization in April 1994.
</FN>
</TABLE>
9
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares
offered hereby will be passed upon by Kilpatrick Stockton LLP, Atlanta,
Georgia.
EXPERTS
The audited financial statements included in or incorporated by
reference in this prospectus or elsewhere in the registration statement
have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving
said reports.
10<PAGE>
<TABLE>
<CAPTION>
<S> <C>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE
HEREBY. IF GIVEN OR MADE, SUCH INFORMATION AND 5,000,000 SHARES
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY MILLER INDUSTRIES, INC.
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AT
ANY TIME SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AT ANY TIME AFTER THE DATE HEREOF.
COMMON STOCK
___________________________
______________________
PROSPECTUS
TABLE OF CONTENTS ___________________________
Page
----
Available Information . . . . . . . . . . . 3
Incorporation of Certain
Information by Reference . . . . . . . . 3
Forward-Looking Statements . . . . . . . . 4
The Company . . . . . . . . . . . . . . . . 4 MARCH __, 1998
Risk Factors . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . 8
Selected Financial Data . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . 10
______________________
</TABLE>
II-1<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act (the "TBCA")
authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their shareholders for
monetary damages for breaches of certain of the directors'
fiduciary duties. In general, the duty of care requires that a
director exercise his judgment in good faith on an informed
basis, and in a manner he reasonably believes to be in the best
interests of the corporation. Absent the limitations now
authorized by the TBCA, directors are accountable to corporations
and their shareholders for monetary damages only for conduct
constituting gross negligence in the exercise of their duty of
care. Although the statute does not change the directors' duty
of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission.
The Charter of the Company limits the liability of directors
(in their capacity as directors but not in their capacity as
officers) to the Company or its shareholders to the fullest
extent permitted by the laws of the State of Tennessee, as so
amended. Specifically, a director of the Company will not be
personally liable to the Company or its shareholders for monetary
damages for breach of such directors fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of
loyalty, (ii) any acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
(iii) unlawful distributions, or (iv) receipt of an improper
personal benefit. The Charter provides that if the TBCA is
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability
of a director of a corporation will be eliminated or limited to
the fullest extent permitted by the law, as so amended.
The inclusion of this provision in the Charter may have the
effect of reducing the likelihood of derivative litigation
against directors and may discourage or deter shareholders or
management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful,
might otherwise have benefited the Company and its shareholders.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this
Registration Statement:
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO
REGISTRATION OR FILE FORM OR NUMBER IN
DESCRIPTION NUMBER REPORT DATE OF REPORT REPORT
- ----------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <S> <S> <C>
3.2 Charter of the Registrant -- Form 10-K July 29, 1997 3.1
3.2 Bylaws of the Registrant 33-79430 S-1 August 1994 3.2
5.1 Opinion of Kilpatrick Stockton LLP 333-34641 S-4 August 1997 5.1
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Kilpatrick Stockton LLP 333-34641 S-4 August 1997 23.2
(included in Exhibit 5.1)
24 Power of Attorney (included on 333-34641 S-4 August 1997 24
signature page of initial filing)
- ---------------------------
* Filed with this report.
</TABLE>
II-1
<PAGE>
ITEM 22. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which individually or in
the aggregate represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total
dollar value of securities offered would not exceed
that which is registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
Provided, however, that paragraphs (i) and (ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-2<PAGE>
(d) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form
S-4, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(e) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
II-3<PAGE>
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 February 28, 1998.
MILLER INDUSTRIES, INC.
By: /s/ Adam L. Dunayer
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 28th day of
February, 1998.
Signature Title
- ---------- -------
*
- -----------------------------
William G. Miller Chairman of the Board of Directors
*
- ------------------------------ President, Chief Executive Officer,
Jeffrey I. Badgley and Director (Principal Executive Officer)
/s/ Adam L. Dunayer
- ----------------------------- Vice President, Treasurer and
Adam L. Dunayer Chief Financial Officer (Principal
Financial and Accounting Officer)
*
- -----------------------------
A. Russell Chandler, III Director
*
- ------------------------------- Director
Paul E. Drack
*
- -------------------------------- Director
Stephen A. Furbacher
*
- --------------------------------- Director
Richard H. Roberts
*By: /s/ Adam L. Dunayer
Adam L. Dunayer
Attorney-in-fact<PAGE>
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO
REGISTRATION OR FILE FORM OR NUMBER IN
DESCRIPTION NUMBER REPORT DATE OF REPORT REPORT
- ----------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <S> <S> <C>
3.2 Charter of the Registrant -- Form 10-K July 29, 1997 3.1
3.2 Bylaws of the Registrant 33-79430 S-1 August 1994 3.2
5.1 Opinion of Kilpatrick Stockton LLP 333-34641 S-4 August 1997 5.1
23.1 Consent of Arthur Andersen LLP *
23.2 Consent of Kilpatrick Stockton LLP 333-34641 S-4 August 1997 23.2
(included in Exhibit 5.1)
24 Power of Attorney (included on 333-34641 S-4 August 1997 24
signature page of initial filing)
* Filed with this report.
</TABLE>
ARTHUR ANDERSEN LLP
Republic Centre
633 Chestnut Street
Chattanooga TN 37450-1500
Telephone No. 423-756-5000
Fax No. 423-209-2222
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated July 15,
1997 included in Miller Industries, Inc.'s Form 10-K for the year ended
April 30, 1997 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chattanooga, Tennessee
February 26, 1998
