MILLER BUILDING SYSTEMS, INC.
58120 County Road 3 South
Elkhart, IN 46517
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 3, 1999
The annual meeting of the stockholders of MILLER BUILDING SYSTEMS,
INC. (the "Company") will be held at Bank One, 121 West Franklin Street,
Elkhart, Indiana 46516, on Wednesday, November 3, 1999, at 10:00 a.m. local
time, for the following purposes as described in the attached Proxy Statement.
1. To elect two directors to the Company's Board of Directors
to serve for a term of three years or until their successors
are elected and qualify;
2. To approve and ratify the Directors' appointment of
PricewaterhouseCoopers LLP as the Company's independent
accountants for the 2000 fiscal year;
and to transact such other business as properly may come before the annual
meeting or any adjournment or postponement thereof.
Stockholders of record of the Company at the close of business on
September 10, 1999, will be entitled to vote at the meeting.
Please complete, sign and date your proxy card and return it promptly
in the enclosed envelope.
By order of the Board of Directors,
Thomas J. Martini
Secretary
Elkhart, Indiana
September 21, 1999
MILLER BUILDING SYSTEMS, INC.
58120 County Road 3 South
Elkhart, IN 46517
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOVEMBER 3, 1999
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of the Company of proxies for use at the Company's
annual meeting of stockholders to be held on November 3, 1999.
Any stockholder giving a proxy will have the right to revoke it at any time
prior to the time it is voted. A proxy may be revoked by written notice to the
Company, execution of a subsequent proxy or attendance at the annual meeting
and voting in person. Attendance at the meeting will not automatically revoke
the proxy. All shares represented by effective proxies will be voted at the
meeting or at any adjournment thereof.
The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by mail, officers and employees of the Company may solicit
proxies by telephone or in person.
The Company's Annual Report, including its Annual Report on Form 10-K
for the fiscal year ended July 3, 1999, was mailed to each stockholder on or
about September 30, 1999. This Proxy Statement and form of proxy were first
mailed to stockholders on or about September 30, 1999.
The Board of Directors recommends a vote FOR the election of all of
the nominees for Director named in Proposal 1 and a vote FOR the approval
and ratification of the appointment of PricewaterhouseCoopers LLP as
independent accountants as discussed in Proposal 2.
VOTING
Stockholders of record on the books of the Company at the close of
business on September 10, 1999, will be entitled to vote at the meeting. A
list of the stockholders entitled to vote at the meeting shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting
at the principal executive office of the Company. The Company had outstanding
on September 10, 1999, 3,358,393 shares of Common Stock. Each outstanding
share of Common Stock entitles the holder to one vote on each matter submitted
to a vote at the meeting.
The shares represented by proxies will be voted as directed in the
proxies. In the absence of specific direction, the shares represented by
proxies will be voted FOR the election of all of the nominees as Directors of
the Company, and FOR the approval and ratification of the appointment of
PricewaterhouseCoopers LLP as independent accountants. In the event any
nominee for Director shall be unable to serve, which is not now contemplated,
the shares represented by proxies may be voted for a substitute nominee. If any
matters are to be presented at the annual meeting other than the matters
referred to in this Proxy Statement, the shares represented by proxies will be
voted in the discretion of the proxy holders.
The Company's By-Laws provide that a majority of all of the shares of
Common Stock entitled to vote, whether present in person or represented by
proxy, shall constitute a quorum for the transaction of business at the
meeting. Votes for and against, abstentions and "broker non-votes" will each
be counted as present for purposes of determining the presence of a quorum.
The affirmative vote of the holders of a plurality of the shares of Common
Stock present at the meeting, in person or by proxy, and entitled to vote will
be required to act on the election of the two Directors. Accordingly,
absentions and broker non-votes will not have any effect on the outcome of
such election.
OWNERSHIP OF MILLER BUILDING SYSTEMS, INC.
COMMON STOCK
The following table sets forth certain information with respect to the
beneficial ownership of the Common Stock as of August 27, 1999, by each
Director, by each person known by the Company to be the beneficial owner of
more than 5% of the outstanding Common Stock, by each executive officer named
in the Summary Compensation Table below and by all of the Directors and
executive officers of the Company as a group.
Number of Shares of
Name and Address of Common Stock
Beneficial Owner (1) Beneficially Owned
Shares Percent
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 230,200 (2) 6.9
Ronald L. Chez
555 West Madison, Suite 3508, Tower I
Chicago, IL 60661 214,400 6.4
Edward C. Craig 240,873 (3) 6.9
Rick J. Bedell 6,212 (4) *
David E. Downen 44,100 (5) 1.3
Steven F. Graver 61,912 (6) 1.8
William P. Hall 22,200 (7) *
Kenneth H. Granat 109,012 (8) 3.2
Thomas J. Martini 12,290 (9) *
David H. Padden 95,000 (10) 2.8
Jeffrey C. Rubenstein 56,166 (11) 1.7
All directors and executive officers
as a group (10 persons) 653,513 (12) 19.5
____________________
* Indicates ownership of less than 1% of Common Stock.
(1) The address of each person listed above, unless noted otherwise, is c/o
Miller Building Systems, Inc., 58120 County Road 3 South, Elkhart, Indiana
46517.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts. (These investment companies and investment
vehicles are the "Portfolios"). In its role as investment advisor and
investment manager, Dimensional possesses both voting and investment
power over the 230,200 shares of Common Stock. All 230,200 shares of
Common Stock are owned by the Portfolios, and Demensional disclaims
beneficial ownership of such shares.
(3) Includes 155,000 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
(4) Includes 2,600 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
(5) Includes 19,000 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
(6) Includes 9,000 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999 and 30,412
shares of Common Stock with respect to which Mr. Graver shares voting
and investment power with his spouse. Does not include 155,725 shares
which are owned by investment advisory clients of Graver, Bokhof,
Goodwin & Sullivan ("GBGS"), as to which GBGS has sole voting and
dispositive power. Mr. Graver is a General Partner of GBGS. Mr. Graver
disclaims any beneficial interest in such shares.
(7) Includes 16,000 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
(8) Includes 3,000 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999. Also,
includes 101,012 shares which are owned by Trigran Investments, L.P.
("Trigran"), of which Mr. Granat is a limited partner. Trigran has sole
voting and dispositive power with respect to such shares. Mr. Granat is
also an officer and director of Trigran Investments, Inc., which is a
general partner of Trigran. Also includes 5,000 shares which are held in
a trust, of which, Mr. Granat is the beneficiary. The trust is a partner
in GT Partnership which has sole voting and dispositive power.
(9) Includes 5,400 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
(10) Includes 24,000 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
(11) Includes 24,000 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
(12) Includes 259,600 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of August 27, 1999.
Section 16(a) of the Exchange Act requires the Company's Directors,
executive officers and holders of more than 10% of the Company's Common Stock
to file with the Securities and Exchange Commission (the "Commission") initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. The Company believes that during the
fiscal year ended July 3, 1999 its Directors, executive officers and holders of
more than 10% of the Company's Common Stock complied with all Section 16(a)
filing requirements, except for the inadvertent failure to file a year end
report on Form 5 by Steven F. Graver and David H. Padden, Directors of the
Company, reflecting 3,000 shares each of stock options granted on November 4,
1998. These transactions were reported on Form 5 reports filed in September
1999.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Board of Directors shall
consist of the number of directors to be determined from time to time by
resolution of the Board of Directors. The Board of Directors has fixed the
number of directors of the Company at eight. The Company's By-Laws provide
that the Board of Directors shall be divided into three classes, each of which
serves for three years, with one class being elected each year. Two directors
are to be elected at the annual meeting to serve for a term of three years or
until their successors are elected and qualify. The nominees for Director,
both of whom are now serving as Directors of the Company, as well as the
Continuing Directors are listed below together with certain biographical
information. Except as otherwise indicated, each nominee for Director and
each Continuing Director has been engaged in his present principal occupation
for at least the past five years.
The Board of Directors recommends a vote FOR the election of all of
the nominees listed below.
Director Nominees
EDWARD C. CRAIG, age 64, became the Chief Executive Officer of the
Company and Vice Chairman of the Board of Directors of the Company effective
July 3, 1994. On July 1, 1999, Mr. Craig was elected Chairman of the Board of
Directors. Mr. Craig was elected President of the Company on August 11, 1994.
From July 1991 until April 1994, Mr. Craig was President and Chief Executive
Officer of IBG, a modular housing company. From April 1986 to July 1991, Mr.
Craig was President of Ryland Building Systems, a division of Ryland Homes,
Inc.
STEVEN F. GRAVER, age 47, has been a Director of the Company since
April 1991 and served as Chairman of the Board of Directors from August 11, 1994
to July 1, 1999. Effective July 1, 1995, Graver, Bokhof & Goodwin
("GraverBokhof") became Graver, Bokhof, Goodwin & Sullivan ("GBGS"). GBGS
is a subsidiary of the Optimum Group which has over $800 million in assets under
management. Mr. Graver is President and Chief Portfolio Manager of the Optimum
Group. In July 1991, GraverReich & Company, an investment management firm
founded by Mr. Graver ("GraverReich"), merged with GraverBokhof, an investment
management firm, and Mr. Graver became a General Partner of GraverBokhof.
From December 1986 until July 1991, Mr. Graver was the President and Chief
Executive Officer, and from February 1981 until November 1986 Executive Vice
President, of GraverReich.
Continuing Directors
DAVID E. DOWNEN, age 58, has been a Director of the Company since
November 1986. Mr. Downen has been a Principal of Prairie Capital Services,
Inc., an investment banking firm, since March 1993. Mr. Downen was Managing
Director and Executive Vice President from March 1991 until December 1992 and
Co-manager from October 1985 until February 1991 in the Corporate Finance
Department of Kemper Securities Group, Inc. (formerly Blunt Ellis & Loewi
Incorporated). Mr. Downen's term will expire in November 2001.
KENNETH H. GRANAT, age 54, was elected a Director of the Company on
August 28, 1998. Mr. Granat has been a Directors of Langer Biomechanics
Group since January 1995. Langer Biomechanics Group is a publically traded
company on the NASDAQ Small Capitalization Exchange. Since 1987, Mr. Granat
has been Chief Executive Officer of Active Screw & Fastener Company, an Elk
Grove Village, Illinois company engaged in the full-line distribution of
fasteners and related products with plants in Elk Grove Village, Illinois;
Tucson, Arizona and Charlotte, North Carolina. Since 1991, he has been Vice
President and a Director of Trigran Investments, Inc., Deerfield, Illinois, the
general partner and investment advisor for Trigran Investments, L.P. Mr.
Granat holds a J.D. degree from the University of Illinois College of Law and a
B.B.A. degree in business administration from the University of Michigan.
Mr. Granat's term will expire in November 2001.
WILLIAM P. HALL, age 76, has been a Director of the Company since
October 1984. Mr. Hall has been retired since 1985 and is a part-time
management consultant. Mr. Hall's term will expire in November 2001.
DAVID H. PADDEN, age 71, has been a Director of the Company since
April 1983. Mr. Padden has been President of Padden & Co., Inc., a municipal
bond dealer based in Chicago, since 1963. Mr. Padden's term will expire in
November 2000.
JEFFREY C. RUBENSTEIN, age 57, has been a Director of the Company
since April 1983. Mr. Rubenstein has been a principal of the law firm of Much
Shelist Freed Denenberg Ament & Rubenstein, P.C. since June 1991. From March
1989 until May 1991, Mr. Rubenstein was of counsel to the law firm of Sachnoff &
Weaver, Ltd, an Illinois professional corporation. From March 1988 until
January 1989, Mr. Rubenstein was President of Medical Management of America,
Inc., a management services company for health care providers. From November
1966 until March 1988, Mr. Rubenstein was a principal of the law firm Sachnoff,
Weaver & Rubenstein, Ltd. Mr. Rubenstein is a director of Home Products
International, Inc., Vita Foods, Inc. and a privately held firm. Mr.
Rubenstein's term will expire in November 2000.
Additional Information Concerning Board of Directors
Compensation of Directors. Directors who are not employees of the
Company receive an annual fee of $4,000. Each non-employee Director also
receives a fee of $1,000 for each Board meeting attended and $100 for committee
meetings attended on the same day as a meeting of the Board of Directors and
$250 for committee meetings attended on other days. Each non-employee
Director also receives reimbursement of reasonable expenses relating to
attendance at meetings. Directors who are full-time employees of the Company
receive no fees for service on the Board of Directors.
Audit Committee. The Audit Committee consists of three Directors. It is
the responsibility of the Audit Committee to recommend each year to the Board of
Directors independent accountants to audit the financial statements of the
Company, and to oversee the activities of the independent accountants including
the scope of the audit, any non-audit related assignments, fees, independence of
the accountants, results of the audit and the effectiveness of the Company's
internal accounting controls. The Audit Committee met two times in the 1999
fiscal year. Members of the Audit Committee are David E. Downen (Chairman),
Steven F. Graver and Jeffrey C. Rubenstein.
Compensation Committee. The Compensation Committee consists of
four Directors. It is the responsibility of the Compensation Committee to make
recommendations to the Board of Directors with respect to the salaries,
incentive compensation and related benefits of officers and employees of the
Company and administer the Company's stock option plans. The Compensation
Committee met two times in the 1999 fiscal year. Members of the Compensation
Committee are William P. Hall (Chairman), David E. Downen, Kenneth H. Granat
and David H. Padden.
Nominating Committee. The Nominating Committee was formed on
August 25, 1999, comprised of Edward C. Craig (Chairman), Kenneth H. Granat,
Steven F. Graver and Jeffrey C. Rubenstein, with the objective of recommending
directors for election at the annual meeting of stockholders. The Nominating
Committee is not a standing committee but was formed by action of the Board of
Directors. The Nominating Committee will consider nominees recommended by
stockholders. Stockholders desiring to recommend a nominee should make such
recommendation in writing, stating the name, address and principal business
occupation of the nominee for the last five (5) years, and mail such
recommendation to the Company's principal office at 58120 County Road 3 South,
Elkhart, Indiana 46517, by April 20 of each year. The Nominating Committee met
one time during the 1999 fiscal year.
Attendance at Meetings. The Board of Directors held seven meetings
during the 1999 fiscal year. All of the Directors attended at least 75% of the
meetings of the Board of Directors and the committees on which they served.
Certain Business Relationships. Jeffrey C. Rubenstein, a director of the
Company, is principal of the law firm Much Shelist Freed Denenberg Ament &
Rubenstein, P.C., which the Company has retained during the last fiscal year and
proposes to retain during the current fiscal year. Kenneth H. Granat, a
director of the Company, performed consulting services related to the Company's
efforts to explore possible merger and acquisition opportunities.
PROPOSAL NO. 2:
APPROVAL AND RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval of the stockholders, the Board of Directors of the
Company has appointed PricewaterhouseCoopers LLP, certified public
accountants, as independent accountants to audit the consolidated financial
statements of the Company and its subsidiaries for the 2000 fiscal year. The
stockholders will be asked at the meeting to approve and ratify such
appointment.
The Board of Directors recommends a vote FOR the approval and
ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent accountants for the 2000 fiscal year.
COMPENSATION OF EXECUTIVE OFFICERS
The following table set forth information concerning the compensation of
the Chief Executive Officer and each other executive officer of the Company
whose aggregate compensation for services in all capacities rendered during the
fiscal year ended July 3, 1999 exceeded $100,000 (collectively, the "Named
Executive Officers").
Summary Compensation Table
Annual Compensation Long-Term
Compensation
Awards
Fiscal Securities All Other
Name and Principal Year Salary Bonus Underlying Compensation(1)
Position Ended ($) ($) Options (#) $
Edward C. Craig, 1999 $200,000 $10,000 - $500
Chairman, President 1998 200,000 20,000 175,000 500
and Chief Executive 1997 175,000 81,543 - 750
Officer
Rick J. Bedell 1999 120,000 10,000 3,000 500
Executive Vice 1998 79,385 20,000 2,000 500
President 1997 70,789 7,337 2,000 750
Thomas J. Martini 1999 90,731 10,000 3,000 500
Vice President of 1998 85,077 25,500 2,000 500
Finance, Secretary 1997 80,385 37,456 2,000 750
and Treasurer
(1) Represents the value of the Company's contribution to the non-qualified
deferred compensation plan.
Option Grants in Last Fiscal Year
The following table provides information on option grants in fiscal 1999 to
the Named Executive Officers.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (1)
Percentage
Number of of Total
Securities Options
Underlying Granted to Exercise
Options Employee in Price Expiration
Name Granted(#) Fiscal Year(2) ($/Share) Date(3) 5%($) 10%($)
Rick J. 3,000(3) 6.2% $7.50 9/22/2004 $30,152 $39,860
Bedell
Thomas J. 3,000(3) 6.2 7.50 9/22/2004 30,152 39,860
Martini
(1) Potential realizable value is based on an assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the option term. These
numbers are calculated based on the requirements of the Securities and
Exchange Commission and do not reflect the Company's estimate of future
stock price performance.
(2) The Company granted options representing a total of 48,500 shares to
employees in fiscal 1999.
(3) The options were granted on September 22, 1998 and, to the extent of 600
shares each year, become exercisable over a six-year period which
commenced on September 22, 1999.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
The following table provides information on option exercises in fiscal 1999
by the Named Executive Officers and the value of such Named Executive Officer's
unexercised options at July 3, 1999.
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money
on Value Options at Options at
Exercise Realized July 3, 1999 (#)(2) July 3, 1999 ($)(3)
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
Edward
C. Craig - - 155,000 75,000 $103,125 -
Rick J.
Bedell 2,200 $5,850 2,000 9,000 - 1,575
Thomas J.
Martini - - 4,800 9,400 3,150 3,150
(1) Value realized is calculated by subtracting the exercise price of each
option exercised from the market value of shares of Common Stock underlying
each option at the exercise date. The value realized does not necessarily
indicate that the optionee sold such shares.
(2) Future exercisability is subject to vesting and the optionee remaining
employed by the Company.
(3) Value is calculated by subtracting the exercise price of each option from
the market value of the shares of Common Stock underlying each option at
fiscal year-end. Fair market value is calculated based on the average
high and low "sales" price of shares of the Common Stock as reported on
the National Market on that date of $5.875 per share. There is no
guarantee that if and when these options are exercised they will have this
value.
Employment Agreement
On September 22, 1998, the Company amended the Employment
Agreement with Mr. Craig dated as of February 29, 1996 and amended on October
22, 1997 (collectively, the "Craig Agreement"). The Craig Agreement, as amended
to date, provides that Mr. Craig shall be employed by the Company as its Chief
Executive Officer and President for the period commencing on July 1, 1997 until
and including June 30, 1999 ("Term"), at an annual base salary of $200,000
("Base Salary"), and that, for a two-year period from July 1, 1999 and
continuing through June 30, 2001, Mr. Craig will serve as the Company's
Chairman of the Board and Chief Executive Officer. The Craig Agreement also
provides that for a period of three years, commencing no later than July 1,
2001 and continuing through June 30, 2004, Mr. Craig will serve as an
independent consultant to the Company and shall perform such duties to be
determined by the Board of Directors.
Pursuant to the Craig Agreement, in addition to the Base Salary, for each
fiscal year during the term, the Company shall pay a discretionary bonus
("Bonus") to Mr. Craig, predicated on the Company's consolidated publicly
reported pre-tax profits generated from continuing operations (and excluding
non-recurring gains, profits and losses) ("Pre-Tax Profits"). The bonus shall
be computed each fiscal year as part of the Executive Bonus Program.
If Mr. Craig becomes disabled or dies during the Term, the Craig
Agreement states that Mr. Craig or his estate will continue to be compensated at
his then existing Base Salary for a period of twelve months after inception of
the disability, his date of death, or until the expiration of the Term,
whichever occurs earlier.
The Craig Agreement also contains a provision prohibiting Mr. Craig from
disclosing unauthorized confidential information, as defined, to third parties.
Report of the Compensation Committee on Executive Compensation
It is the responsibility of the Compensation Committee to make
recommendations to the Board of Directors with respect to salaries, cash bonus
incentives and stock options. The Compensation Committee's determination as
to how and in what amount to compensate each executive officer is based upon
three Company policies. The first policy is to pay executives competitively to
attract, retain and motivate a high-quality senior management team. The second
policy is to link compensation to the attainment by each executive officer of
individual performance objectives. The third policy is to encourage a
performance oriented environment by linking the financial interests of
executive officers with stockholder value.
Base Salary. The Compensation Committee's determination of each
executive officer's base salary is designed to satisfy the policy of paying
executive officers competitively to attract, retain and motivate a high-
quality senior management team. The base salary of each executive officer is
determined by factors including, but not limited to, the individual's level of
responsibility, and base salaries paid by companies of a similar size, type
and geographic location.
Bonuses. The Compensation Committee's determination of each
executive officer's bonus is designed to satisfy the policy of linking
compensation to the attainment by each executive officer of individual
performance and group performance objectives. Each executive officer is
entitled to a discretionary bonus based upon pre-tax earnings from continuing
operations (excluding non-recurring gains, profits, and losses) for the
Company as a whole.
Stock Options. The granting of stock options is designed to encourage a
performance-oriented environment by linking the financial interests of executive
officers with stockholder value. The stock options are granted pursuant to the
provisions of the 1997 Stock Option Plan, 1994 Stock Option Plan and 1991 Stock
Option Plan.
Deferred Compensation Plan. The Deferred Compensation Plan provides
each executive officer with the opportunity to defer certain pre-tax
compensation amounts into a trust to provide for the executive officers
retirement. The Company will match the employees contribution up to fifty
percent of the first one thousand dollars of deferred compensation.
Administrative expenses of the plan are paid by the Company.
Compensation of the Chief Executive Officer. The compensation for
Edward Craig, Chief Executive Officer, is determined under the terms of the
Craig Agreement. His compensation in fiscal 1999 consisted of a base salary in
the amount of $200,000 plus a bonus based on pre-tax profits generated from
continuing operations (excluding non-recurring gains, profits, and losses)
("Pre-Tax Profits") of the Company. This is a discretionary bonus as
recommended by the Compensation Committee based on the fiscal year end results.
The terms of the Craig Agreement are described in "Employment Agreement
above."
Compensation Committee of the Board of Directors
William P. Hall
David E. Downen
Kenneth H. Granat
David H. Padden
Company Performance
The following graph compares the five-year cumulative total return on the
Common Stock to the five-year cumulative total returns on the NASDAQ Stock
Market (U.S.) and a Company constructed industry peer group index.Comparative
Five-Year Returns* Miller Building Systems, Inc., NASDAQ Stock Market (U.S.),
Peer Group
(Performance results through 6/30/99)
1994 1995 1996 1997 1998 1999
Miller Building Systems, Inc. $100.0 $88.89 $188.89 $237.04 $266.67 $174.07
NASDAQ U.S. 100.0 133.48 171.37 208.43 274.43 392.52
PEER GROUP 100.0 140.53 213.92 219.93 316.59 232.11
A $100 investment made on June 30, 1994, and reinvestment of all
dividends is assumed. Returns are at June 30 of each year. The Company
constructed industry peer group consists of Modtech, Inc., NCI Building
Systems, Inc. and Butler Manufacturing Company. Each company's stock
performance is weighted by its relative market capitalization.
* Cumulative total return assumes reinvestment of dividends.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accounting firm for the year ended July
3, 1999, was PricewaterhouseCoopers LLP. A representative of
PricewaterhouseCoopers LLP is expected to be present at the annual meeting and
will have the opportunity to make a statement if desired and will be available
to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 2000 annual
meeting of the Company's stockholders must be received at the principal
executive office of the Company by June 3, 2000, in order to be considered for
inclusion in the Company's proxy materials relating to that meeting. In
addition, proxies appointed by management will use their discretionary
authority to vote the shares they represent as the Board of Directors may
recommend when a stockholder raises any proposal which was not included in the
Company's materials for consideration at the annual meeting of stockholders to
be held in 2000 if the Company did not receive proper notice of such proposal
at it principal executive offices by August 8, 2000.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no matters
to be brought before the meeting other than the matters referred to in this
Proxy Statement.
By order of the Board of Directors
Thomas J. Martini
Secretary
Proxy Card Proxy Card
MILLER BUILDING SYSTEMS, INC.
This Proxy is solicited on behalf of the Board of Directors
for the Annual Meeting of Stockholders to be held on November 3, 1999
The undersigned appoints David E. Downen and David H. Padden, jointly and
severally, proxies for the undersigned, each with full power of substitution,
to attend the Annual Meeting of Stockholders of Miller Building Systems, Inc.,
to be held on November 3, 1999 at 10:00 a.m. local time, and at any
adjournments or postponements of the Annual Meeting, and to vote as specified
in this Proxy all the shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present. This Proxy when
properly executed will be voted in accordance with your indicated directions
and in the discretion of the named proxies upon such other matters as may
properly come before the Annual Meeting or any adjournments or postponements
thereof. If no direction is made, this Proxy will be voted FOR the election
of each of the nominees named in proposal 1 as Directors and for the
appointment of PricewaterhouseCoopers LLP as independent accountants.
The Board of Directors recommends a vote FOR the election of each of the
nominees named in proposal 1 as Directors and FOR the appointment of
PricewaterhouseCoopers LLP as independent accountants.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side.)
Miller Building Systems, Inc.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
For All
1. Election of two nominees to the Board of Directors For Withheld Except
to serve for a term of three years or until their
successors are elected and qualify.
NOMINEES: Edward C. Craig and Steven F. Graver
(Except nominees written above.)
2. To approve and radify the Director' appointment For Against Abstain
of PricewaterhouseCoopers LLP as the jCompany's
independent accountants for the 2000 fiscal year.
The undersigned acknowledges receipt
of the Notice of Annual Meeting of
Stockholders and of the Proxy Statement.
Dated , 1999
Signature(s)
Please sign exactly as your name appears.
Joint owners should each sign personally.
Where applicable, indicate your official
position or representation capacity.