0001107049-01-500643.txt : 20011010 0001107049-01-500643.hdr.sgml : 20011010 ACCESSION NUMBER: 0001107049-01-500643 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010924 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year FILED AS OF DATE: 20011004 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14124 FILM NUMBER: 1752353 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 8-K 1 milsept8k.htm CURRENT REPORT ON FORM 8-K Prepared by Kilpatrick Stockton LLP EDGAR Services

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): September 24, 2001

 

MILLER INDUSTRIES, INC.


(Exact name of Registrant as Specified in its Charter)

 

Tennessee


 

001-14124


 

62-1566286


(State or other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

Incorporation or Organization)

     

Identification No.)

 

 

8503 Hilltop Drive
Suite 100
Ooltewah, TN 



37363

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: (423) 238-4171

Not Applicable


(Former name or former address, if changed since last report)

 


 

 

ITEM 5.        OTHER EVENTS

On September 24, 2001 the shareholders of Miller Industries, Inc. (the "Registrant") approved an amendment to the Registrant’s Charter to effect a reverse split of the Registrant’s common stock, as described in the attached press release. Every five outstanding shares of the Registrant’s common stock will be automatically converted into one share of common stock. The reverse split will be effective and will commence trading on a reverse split basis on October 1, 2001.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

 

(c)

Exhibits

Exhibit Description of Exhibit
99 Press release dated September 25, 2001

ITEM 8.       CHANGE IN FISCAL YEAR

On September 24, 2001 the Board of Directors of the Registrant approved a change in the Registrant’s fiscal year end from April 30 to December 31, effective December 31, 2001. The Registrant will file a Transition Report on Form 10-K for the eight months ended December 31, 2001.

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MILLER INDUSTRIES, INC.

 

        /s/ Frank Madonia


By: Frank Madonia, Executive Vice President

 

Date: September 27, 2001

EX-99 3 ex99.htm PRESS RELEASE Miller Industries Press Release

Miller Industries, Inc. Announces Shareholder Approval of Reverse Stock Split - Company to Change Fiscal Year to December 31 -

CHATTANOOGA, Tenn., Sept. 25  – Miller Industries, Inc. (NYSE: MLR – news) today announced that it has received shareholder approval to complete a one-for-five reverse stock split. The approval was granted at the annual shareholder meeting held yesterday in Atlanta. As a result, every five outstanding shares of Miller Industries common stock will be automatically converted into one share of common stock. The reverse split will be effective and will commence trading on a reverse split basis on October 1, 2001. The split is intended to bring the minimum average closing price of its common stock above $1.00 per share, in accordance with the continued listing requirements of the New York Stock Exchange.

Fractional shares of stock will not be issued as a result of the reverse split. Shareholders who would otherwise receive a fractional share of common stock will be entitled to receive an equivalent amount of cash in lieu of fractional shares, based on the closing price of the common stock prior to the opening of trading on October 1, 2001.

The company also announced today that its Board of Directors had approved a change in the Company’s fiscal year, from April 30 to December 31, effective December 31, 2001. Until the effective date, the Company will file with the Securities and Exchange Commission a Form 10-Q report for the three months ended October 31, 2001 in December 2001 and a Form 10-K report for the eight-month period ended December 31, 2001 in March 2002 to effect the change. The change to a December 31 fiscal year will enable the Company to report results on a conventional calendar basis beginning in 2002.

Miller Industries is the world’s leading integrated provider of vehicle towing and recovery equipment and services. The Company markets its towing services under the national brand name RoadOne® and its towing equipment under a number of well-recognized brands.

Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. There can be no assurance that after the consummation of the reverse split the common stock will trade at five times the market price prior to the reverse split or above the $1.00 per share minimum average closing price. The Company noted that forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed under the caption “Risk Factors” in the Company’s Form 10-K for fiscal 2001, which discussion is incorporated herein by this reference.