SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
MILLER BUILDING SYSTEMS, INC.
(Name of Subject Company (Issuer))
DELAWARE MILLER ACQUISITION CORPORATION
COA HOUSING GROUP, INC.
COACHMEN INDUSTRIES, INC. (OFFERORS)
(Names of Filing Persons
(identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
600404-10-7
(CUSIP Number of Class of Securities)
RICHARD M. LAVERS, ESQ.
EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
COACHMEN INDUSTRIES, INC.
2831 DEXTER DRIVE
ELKHART, IN 46515
(219) 262-0123
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing person)
WITH A COPY TO:
FREDERICK W. AXLEY, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 984-7574
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CALCULATION OF FILING FEE: Previously Paid
- --------------------------------------------------------------------------------
/ / CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / X /
INTRODUCTION
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO (this "Statement") filed with the SEC on September 20, 2000 by
Delaware Miller Acquisition Corporation ("Purchaser"). The Schedule TO relates
to the offer by Purchaser to purchase any and all outstanding shares of common
stock, par value $0.01 per share, of Miller Building Systems, Inc., a Delaware
corporation (the "Company"), at a purchase price of $8.40 per share, plus a
future right to receive $.30 per share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated September 20, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, and which are
incorporated herein by reference. All information in the Offer to Purchase,
including all schedules thereto, and in the Letter of Transmittal is
incorporated by reference in answer to all of the items in this Statement.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule TO and the Offer to Purchase. Except as
amended and supplemented hereby, the Schedule TO remains in effect.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13
Items 1 through 9 and Items 11 through 13 of the Schedule TO, which incorporate
by reference the information contain in the Offer to Purchase, are hereby
amended and supplemented as follows:
The Offer terminated at 12:00 midnight, New York City Time on October
19, 2000. As of the expiration time, 2,956,962 Shares had been tendered and not
withdrawn (including 21,086 Shares tendered pursuant to guaranteed delivery).
Purchaser has accepted all properly tendered and not withdrawn Shares for prompt
payment. After giving effect to the results of the tender offer, Purchaser will
own approximately 96% of the outstanding Shares.
Subject to the terms and conditions set forth in the Merger Agreement,
Purchaser will be merged into the Company, and each remaining Share will be
converted into the right to receive $8.40 per Share. In addition, Purchaser will
place $.30 per Share in escrow with Bank One, to be invested in short-term U.S.
government interest-bearing securities. Upon the satisfaction of certain legal
claims involving Miller, the amount remaining in escrow will be distributed to
Miller's shareholders, net of all costs, charges and expenses incurred.
ITEM 12. Exhibits.
Item 12 is hereby amended by adding the following exhibit:
99(a)(5)(v) Press Release issued by the Company, dated
October 20, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DELAWARE MILLER ACQUISITION CORPORATION
By: /s/ Richard M. Lavers
--------------------------------------------
Richard M. Lavers
Secretary
COA HOUSING GROUP, INC.
By: /s/ Richard M. Lavers
--------------------------------------------
Richard M. Lavers
Secretary
COACHMEN INDUSTRIES, INC.
By: /s/ Richard M. Lavers
--------------------------------------------
Richard M. Lavers
Executive Vice President, General Counsel &
Secretary
Dated: October 20, 2000