UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) | December 10, 2012 |
MILLER INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Tennessee | 001-14124 | 62-1566286 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8503 Hilltop Drive, Ooltewah, Tennessee | 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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On December 10, 2012, First Tennessee Bank National Association (“First Tennessee”) renewed and extended the Master Revolving Credit Note, dated April 6, 2010, as such was renewed on December 29, 2010, and as such was renewed and modified on December 21, 2011 (the “Original Note”), issued by Miller Industries, Inc. (the “Registrant”) to First Tennessee in connection with that certain Loan Agreement (the “First Tennessee Loan Agreement”), dated April 6, 2010, by and among the Registrant, certain of its subsidiaries, and First Tennessee. The First Tennessee Loan Agreement initially provided for a $20.0 million unsecured revolving credit facility but was increased by $5.0 million to $25.0 million on December 21, 2011. The Registrant has executed and issued to First Tennessee a new Master Revolving Credit Note, dated December 10, 2012, with a maturity date of March 31, 2015 (the “New Note”) that amends and replaces the Original Note. In connection with the execution of the New Note, the First Tennessee Loan Agreement was amended to extend its expiration date from March 31, 2014 to March 31, 2015, and to provide that the parties may agree to extend the maturity in one-year increments thereafter. All other terms and conditions of the First Tennessee Loan Agreement remain unchanged.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
The information required by Item 2.03 relating to the First Tennessee Loan Agreement and the New Note is contained in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities 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. | |||
| (Registrant) | |||
| By: | /s/ J. Vincent Mish | ||
| J. Vincent Mish | |||
| Executive Vice President and Chief Financial Officer | |||
| Date: December 10, 2012 | |||