-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHudWsQ+2gMujv232wVCpPyU8MdsOnoRNCrxPZHaWqBQonieqMRuuw81zO0kWvwR cL6E8GsA3WxNSgniu1VOqw== /in/edgar/work/20000907/0000914760-00-000256/0000914760-00-000256.txt : 20000922 0000914760-00-000256.hdr.sgml : 20000922 ACCESSION NUMBER: 0000914760-00-000256 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER BUILDING SYSTEMS INC CENTRAL INDEX KEY: 0000791905 STANDARD INDUSTRIAL CLASSIFICATION: [3448 ] IRS NUMBER: 363228778 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-38192 FILM NUMBER: 718269 BUSINESS ADDRESS: STREET 1: 58120 COUNTY RD 3 S STREET 2: P O BOX 1283 CITY: ELKHART STATE: IN ZIP: 46517 BUSINESS PHONE: 2192951214 MAIL ADDRESS: STREET 1: 58120 COUNTRY ROAD 3 SOUTH CITY: ELKHART STATE: IN ZIP: 46517 FORMER COMPANY: FORMER CONFORMED NAME: MODULAR TECHNOLOGY INC /DE/ DATE OF NAME CHANGE: 19881120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: [3716 ] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 2831 DEXTER DR CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192620123 MAIL ADDRESS: STREET 1: 2831 DEXTER DR CITY: ELKHART STATE: IN ZIP: 46514 SC TO-C 1 0001.txt SCHEDULE TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- 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 COACHMEN INDUSTRIES, INC. (Name of Filing Persons (offeror)) 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 the Person(s) Filing Statement) COPY TO: FREDERICK W. AXLEY, ESQ. MCDERMOTT, WILL & EMERY 227 WEST MONROE STREET CHICAGO, ILLINOIS 60606 (312) 984-7574 -------------------------- /X/ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: /X/ third party tender offer / / going-private transaction subject to Rule 14d-1 subject to Rule 13e-3 / / issuer tender offer / / amendment to Schedule 13D subject to Rule 13e-4 under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. / / The Exhibits incorporated by reference into this Schedule TO-C are intended for informational purposes only, and are not offers to buy or solicitations of offers to sell any shares of common stock. The solicitation of offers to sell Miller Building Systems, Inc.'s common stock will only be made pursuant to the offer to purchase and related materials that will be sent out to Miller Building Systems, Inc.'s stockholders shortly. Stockholders should read those materials carefully because they will contain important information, including the various terms and conditions of the offer. The tender offer documents (including the offer to purchase, the related letter of transmittal and all other offer documents to be filed with the Securities and Exchange Commission) will also be available for free at the Commission's Web site at www.sec.gov. EXHIBITS. (a)(5)(i) Press release dated August 23, 2000. (Reference is hereby made to Exhibit 99.1 to Current Report on Form 8-K dated August 24, 2000, and incorporated by reference herein.) (d)(1) Agreement and Plan of Merger, dated as of August 22, 2000, by and among COA Housing Group, Inc., Coachmen Industries, Inc., Delaware Miller Acquisition Corporation and Miller Building Systems, Inc. (Reference is made to Exhibit 99.1 to Current Report on Form 8-K dated September 6, 2000, and incorporated by reference herein.) 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 COACHMEN INDUSTRIES, INC. By: /s/ Richard M. Lavers -------------------------------- Richard M. Lavers Executive Vice President, General Counsel & Secretary Dated: September 7, 2000 -----END PRIVACY-ENHANCED MESSAGE-----