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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MILLER BUILDING SYSTEMS, INC.
AT
$8.40 NET PER SHARE
BY
DELAWARE MILLER ACQUISITION CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
COACHMEN INDUSTRIES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, OCTOBER 19, 2000, UNLESS THE OFFER IS EXTENDED.
September 20, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Delaware Miller Acquisition Corporation
("Purchaser"), an indirect wholly owned subsidiary of Coachmen Industries, Inc.
("Coachmen"), to act as Information Agent in connection with Purchaser's offer
to purchase all of the outstanding shares of common stock (the "Shares" and the
certificates representing the Shares, the "Share Certificates") of Miller
Building Systems, Inc. (the "Company"), at a price of $8.40 per Share, plus a
future right to receive up to $.30 per Share, net to the seller in cash, less
any required withholding of taxes and without payment of any interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
September 20, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (the "Letter of Transmittal," which, together with the Offer to
Purchase, collectively constitute the "Offer"). The Offer is being made in
connection with the Agreement and Plan of Merger dated as of August 22, 2000
(the "Merger Agreement"), by and among the Company, Parent, Coachmen and
Purchaser. All capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST 51% OF
THE OUTSTANDING SHARES ON A FULLY DILUTED BASIS (INCLUDING FOR PURPOSES OF SUCH
CALCULATION ALL SHARES ISSUABLE UPON EXERCISE OF ALL VESTED AND UNVESTED
OPTIONS), AND (II) ANY APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, APPLICABLE TO THE PURCHASES OF
SHARES PURSUANT TO THE OFFER AND THE MERGER (AS DEFINED IN THE OFFER TO
PURCHASE) HAVING BEEN TERMINATED OR HAVING EXPIRED. THE OFFER ALSO IS SUBJECT TO
OTHER TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee or who hold Shares
registered in their own names, we enclose the following documents:
1. Offer to Purchase, dated September 20, 2000.
2. Letter of Transmittal to tender Shares for your use and for the
information of your clients.
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3. Letter to Clients, which may be sent to your clients for whose account
you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining the clients' instructions with regard
to the Offer.
4. Notice of Guaranteed Delivery to be used to accept the Offer if Share
Certificates are not immediately available or time will not permit the
Share Certificates and all required documents to reach the Depositary on
or prior to the Expiration Date or if the procedures for delivery by
book-entry transfer, as set forth in the Offer to Purchase, cannot be
completed on a timely basis.
5. Letter to stockholders of the Company from Edward C. Craig, Chairman,
President and Chief Executive Officer of the Company, accompanied by the
Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission by the Company, which
includes the recommendation of the Board of Directors of the Company
that stockholders accept the Offer and tender their Shares to Purchaser
pursuant to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
7. Return envelope addressed to First Chicago Trust Company of New York, as
Depositary.
THE BOARD OF DIRECTORS OF THE COMPANY (I) HAS DETERMINED THAT EACH OF THE
OFFER AND THE MERGER IS ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF THE COMPANY, (II) HAS APPROVED THE MERGER AGREEMENT, THE OFFER
AND THE MERGER AND (III) RECOMMENDS THAT STOCKHOLDERS OF THE COMPANY ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In accordance with the terms and subject to the satisfaction or waiver
(where applicable) of the conditions to the Offer, Purchaser will accept for
payment, purchase and pay for, all Shares validly tendered prior to the
Expiration Date and not properly withdrawn in accordance with Section 4,
"Withdrawal Rights," of the Offer to Purchase. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (1) the Share
Certificates or a Book-Entry Confirmation (as defined in the Offer to Purchase)
of a book-entry transfer of the Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the procedures set forth in Section 3, "Procedures for Accepting the Offer and
Tendering Shares," of the Offer to Purchase; (2) the Letter of Transmittal
properly completed and duly executed, with any required signature guarantees,
or, in the case of a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase) in lieu of the Letter of Transmittal; and (3) any other
documents required by the Letter of Transmittal.
Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Depositary and the Information Agent (as described
in the Offer to Purchase) in connection with the solicitation of tenders of
Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse
you for customary clerical and mailing expenses incurred by you in forwarding
any of the enclosed materials to your clients.
Purchaser will pay any stock transfer taxes with respect to the transfer
and sale of Shares to it or to its order pursuant to the Offer, except as
otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, OCTOBER 19, 2000, UNLESS THE
OFFER IS EXTENDED.
In order for a stockholder of the Company to take advantage of the Offer,
the Letter of Transmittal properly completed and duly executed, together with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message in lieu of the Letter of Transmittal) and any other documents
required by the Letter of Transmittal should be sent to the Depositary and Share
Certificates should be delivered, or Shares should be tendered pursuant to the
procedure for book-entry transfer, all in
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accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase. Any stockholder whose Shares are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
that person to tender their Shares.
Holders of Shares whose Share Certificates are not immediately available or
who cannot deliver their Share Certificates and all other required documents to
the Depositary on or prior to the Expiration Date of the Offer, or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis,
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 3, "Procedures for Accepting the Offer and Tendering Shares,"
of the Offer to Purchase.
Inquiries you may have with respect to the Offer should be addressed to the
Information Agent at its address and telephone number set forth on the back
cover page of the Offer to Purchase. Additional copies of the enclosed materials
may be obtained by calling the Information Agent or obtained from brokers,
dealers, commercial banks or trust companies.
Very truly yours,
INNISFREE M&A INCORPORATED
As Information Agent
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF PURCHASER, THE DEPOSITARY OR THE INFORMATION
AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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