-----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, Da/HdbVGzeJrXAqoMAJschcYui5ykGXkMTEr96pLTsfhyNXlVreORmpeUSl7bLGc ibLK7CL6eWRuFCq9w1jkMw== 0001107049-04-000120.txt : 20040217 0001107049-04-000120.hdr.sgml : 20040216 20040217143648 ACCESSION NUMBER: 0001107049-04-000120 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040212 FILED AS OF DATE: 20040217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MILLER WILLIAM G CENTRAL INDEX KEY: 0000946723 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14124 FILM NUMBER: 04607357 BUSINESS ADDRESS: STREET 1: C/O STREET 2: 5025 HARRINGTON ROAD CITY: ALPHARETTA STATE: GA ZIP: 30022 BUSINESS PHONE: 4232384171 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MILLER INDUSTRIES INC /TN/ CENTRAL INDEX KEY: 0000924822 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 621566286 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8503 HILLTOP DR STREET 2: STE 100 CITY: OOLTEWAH STATE: TN ZIP: 37363 BUSINESS PHONE: 4232384171 MAIL ADDRESS: STREET 1: 8503 HILLTOP DR STREET 2: STE 100 CITY: OOLTEWAH STATE: TN ZIP: 37363 4 1 edgar.xml PRIMARY DOCUMENT X0201 4 2004-02-12 0000924822 MILLER INDUSTRIES INC /TN/ MLR 0000946723 MILLER WILLIAM G 8502 HILLTOP DRIVE OOLTEWAH TN 37363 1 1 1 0 Chairman Common Stock 1516157 D Common Stock 2004-02-12 4 A 0 548738 A 548738 I By Limited Partnership Common Stock 2004-02-12 4 A 0 34818 A 583556 I By Limited Partnership Represents the aggregate number of shares received in an exchange transaction with the Issuer by Harbourside Investments, LLLP (the "Partnership"). In the transaction, the Partnership received 548,738 shares of the Issuer's common stock in exchange for a portion of the Issuer's Subordinated Debt owned by the partnership (the "Debt Conversion") and 34,818 shares of the Issuer's common stock in exchange for warrants to purchase the Issuer's common stock owned by the partnership (the "Warrant Conversion"). The Issuer's shareholders approved the transaction on February 12, 2004, thereby satisfying the final condition to the transaction. The Reporting Person owns a 1% general partner interest and a 21.72% limited partner interest in the Partnership. The Reporting Person disclaims beneficial ownership with respect to the shares held by the Partnership except for a number of shares equal to 22.72% of the shares held by the Partnership. The number of shares received by the Partnership in the Debt Conversion was determined by dividing $3,158,762, the sum of 30% of the principal amount of the Subordinated Debt held by the Partnership plus all accrued interest and fees associated with the Subordinated Debt held by the Partnership, by $5.7564, the average closing price per share of the Issuer's common stock for each trading day in the calendar fourth quarter of 2003 (the "Exchange Price"). In the Warrant Conversion, each warrant held by the Partnership was exchanged for a number of shares equal to (1) the Exchange Price minus the exercise price of the warrant, (2) multiplied by the number of shares underlying the warrant and (3) divided by the Exchange Price. Prior to the exchange, the Partnership held one warrant to purchase 20,998 shares at an exercise price of $3.48 and one warrant to purchase 26,514 shares at an exercise price of $3.27. William G. Miller 2004-02-17 -----END PRIVACY-ENHANCED MESSAGE-----