SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 21, 1996
MILLER BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-14651 36-3228778
(Commission File number) (I.R.S. Employer Identification No.)
58120 County Road 3 South
P.O. Box 1283
Elkhart, Indiana 46515
(Address of principal executive offices) (Zip Code)
(219) 295-1214
(Registrant's telephone number, including area code)
Item 5. Other Events.
Pursuant to a Form 8-K filed by the Registrant on November 4, 1996
(the "October 21 Form 8-K"), the transaction described below (the "Miller
Structures Sale") was reported under "Item 2. Acquisition or Disposition of
Assets", because the Registrant, based on its review of certain financial
information and certain assumptions relating to the final terms of the
Miller Structures Sale, determined that the Miller Structures Sale involved
the disposition of a significant amount of assets pursuant to Instruction 4
of Item 2 for Form 8-K. The October 21 Form 8-K also reported that the
proforma financial information required by Item 7 of Form 8-K would be
filed as soon a practical. This Form 8K/A is being filed to report the
Registrant, after further review of the preliminary financial information
and the assumptions relating to the final terms of the Miller Structures
Sale, has determined that the Miller Structures Sale does not involve the
disposition of a significant amount of assets pursuant to Instruction 4 of
Item 2 for Form 8-K and should be reported under "Item 5. Other Events."
Also, this Form 8-K/A is being filed to report that no proforma financial
information is required to be filed under Item 7 of Form 8-K.
On October 21, 1996, Miller Structures, Inc.("Seller"), an Indiana
corporation and a wholly owned subsidiary of Miller Building Systems, Inc.
(the "Registrant"), sold all of the issued and outstanding shares of common
stock of its wholly owned subsidiary, Miller Structures, Inc.("Miller
Structures"), a California corporation, to MODTECH, Inc.("Buyer")(the "Miller
Structures Sale"). The sale was made pursuant to an Agreement for Purchase
and Sale of all of the outstanding Capital Stock of Miller Structures, Inc.,
a Non-Competition Agreement and the Supplemental Closing Agreement.
The consideration paid by the Buyer to the Seller consists of a cash
purchase price of $1,606,022 less $82,000 pending the resolution of a dispute
over the valuation of inventories. Seller and the Buyer also entered into a
three-year lease obligation for certain real property ("Property") which
lease agreement requires the Buyer, as lessee, to pay Seller rental payments
of $4,500 per month. The lease obligation is subject to cancellation if an
expanded environmental report on the Property is performed and is
satisfactory to Buyer. Upon the issuance of an acceptable expanded
environmental report, Seller and Buyer will mutually agree to cancel the
lease agreement, and Buyer will acquire the Property from Seller for a cash
purchase price of $450,000.
2
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 BUILDING SYSTEMS, INC.
Date: January 2, 1997
By: /Edward C. Craig
Edward C. Craig,
President and Chief
Executive Officer