-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JKtBXWuDIR0NL123+Y/oXxwwBc8cFRbRihnpAsmvtUVXn7HVUiGKOjKrsaEqNlHj 1VRNSjq3WITDIsjc5SQFqw== 0000910195-98-000422.txt : 19980812 0000910195-98-000422.hdr.sgml : 19980812 ACCESSION NUMBER: 0000910195-98-000422 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980810 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLER INDUSTRIES INC /TN/ CENTRAL INDEX KEY: 0000924822 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 621566286 STATE OF INCORPORATION: TN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-34639 FILM NUMBER: 98680909 BUSINESS ADDRESS: STREET 1: 8503 HILLTOP DR STREET 2: STE 100 CITY: OOLTEWAH STATE: TN ZIP: 37363 BUSINESS PHONE: 4232384171 MAIL ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1250 CITY: ATLANTA STATE: GA ZIP: 30339 424B3 1 PROSPECTUS SUPPLEMENT NO. 2 Rule 424(b)(3) File No. 333-34639 PROSPECTUS SUPPLEMENT NO. 2 DATED AUGUST 10, 1998 (TO PROSPECTUS DATED JANUARY 27, 1998) 111,248 Shares MILLER INDUSTRIES, INC. Common Stock This Prospectus Supplement is part of the Prospectus dated January 27, 1998 and should be read in conjunction therewith. The Company hereby deletes, in its entirety, the Selling Shareholders section of the above Prospectus and Prospectus Supplement No. 1 and replaces it with the following: SELLING SHAREHOLDERS The following table sets forth certain information as of August 10, 1998 as to the security ownership of the Selling Shareholders. Except as set forth below, none of the Selling Shareholders has had a material relationship with the Company or any of its predecessors or affiliates within the past three years. Each of the Selling Shareholders acquired his or her Shares in connection with the acquisition by the Company or a subsidiary thereof of a corporation in which they were a shareholder. The aggregate consideration in each of these transactions was shares of Common Stock, the assumption of certain liabilities and in some transactions cash. In connection with the above referenced transactions, the Company and the Selling Shareholders entered into separate agreements pursuant to which the Company agreed to file this Registration Statement with respect to the Shares acquired by the Selling Shareholder in the transaction.
Shares of Common Stock Beneficially Shares of Common Stock Owned Prior to the Offering Beneficially Owned After the Offering --------------------------------------------------------------------- Percent of Shares Percent of Name Number Class Offered Number Class - ---- ------ ---------- ----------- ------ ---------- Donna H. Brantley 333 * 333 -0- * Belinda Harris 1,316 * 1,316 -0- * Dennis E. Harris 333 * 333 -0- * Marvin Ray Harris 52,647 * 52,647 -0- * John G. Lewis * Less than 1% [FN] All of the Shares received by the Selling Shareholders in connection with the acquisition of the Selling Shareholders' businesses by the Company are being registered hereunder and may be offered pursuant to this Prospectus. There is no assurance, however, that the Selling Shareholders will sell any or all of In connection with the acquisition of such Selling Shareholder's business by the Company, the Selling Shareholder entered into an employment agreement with a subsidiary of the Company pursuant to which he or she agreed to provide certain services to such subsidiary for a period of three to five years from the closing date of the acquisition of his or her business by the Company. Under such employment agreement, the Selling Shareholder is paid an annual salary, receives options for shares of Common Stock to be issued in accordance with and upon the terms and conditions of the Company's Stock Option and Incentive Plan, and may be eligible for an annual bonus, subject to certain performance criteria, all of which payments and benefits are comparable to those received by similarly situated employees of the Company for comparable services. In connection with the acquisition of such Selling Shareholder's business by the Company, the Selling Shareholder and/or an affiliated individual or entity (the "Lessor") entered into a lease with the Company or its subsidiary (the "Lessee") pursuant to which the Lessor leased to the Lessee property on which such business is being operated. The Company believes that the terms and conditions of such leases reflect current market rates in the relevant area. _______________ The date of this Prospectus Supplement is August 10, 1998. -----END PRIVACY-ENHANCED MESSAGE-----