8-K

United States

Securities And Exchange Commission

Washington, DC 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2013

MILLER INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee	001-14124	62-1566286
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation or organization)

8503 Hilltop Drive, Ooltewah, Tennessee

37363

(Address of Principal Executive Offices)

(Zip Code)

(423) 238-4171

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 23, 2013, the Board of Directors of Miller Industries, Inc. (the “Company”) appointed William G. Miller II, the Company’s President, as Co-Chief Executive Officer of the Company, responsible for North American operations and sales. In connection with this appointment, Mr. Miller’s annual base salary was increased to $300,000. Biographical information for Mr. Miller is included in the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders and is incorporated herein by reference. A copy of the press release of the Company announcing Mr. Miller’s appointment as Co-Chief Executive Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release of Miller Industries, Inc. dated December 23, 2013 announcing the appointment of a Co-Chief Executive Officer and other executive appointments
99.2	Press Release of Miller Industries, Inc. dated December 23, 2013 providing an update regarding its Delavan Automotive joint venture

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MILLER INDUSTRIES, INC.

(Registrant)

	By:	/s/ J. Vincent Mish
		J. Vincent Mish
		Executive Vice President and Chief Financial Officer
Dated: December 23, 2013

EX-99.1

Exhibit 99.1

 

8503 Hilltop Drive

Ooltewah, Tennessee 37363

(423) 238-4171

APPROVED BY:	Jeffrey I. Badgley
	Co-Chief Executive Officer

For Immediate Release

CONTACT:	Miller Industries, Inc.
	J. Vincent Mish, Chief Financial Officer
	(423) 238-4171
	Frank Madonia, General Counsel
	(423) 238-4171
	FTI Consulting, Inc.
	Investor Contact: Matt Steinberg
	(212) 850-5600

MILLER INDUSTRIES ANNOUNCES EXECUTIVE OFFICER APPOINTMENTS

CHATTANOOGA, Tennessee, December 23, 2013 – Miller Industries, Inc. (NYSE: MLR) announced today the following appointments that were made by its Board of Directors, all of which are consistent with its existing succession plans.

William G. Miller II, President of the Company, has been appointed to the additional position of Co-Chief Executive Officer, responsible for North American operations and sales. Mr. Jeffrey I. Badgley will continue as a Co-Chief Executive Officer and Vice Chairman of the Board, responsible for all European operations, international sales, and will continue to be responsible for overseeing the Delavan joint venture.

Debbie L. Whitmire, Corporate Controller, was appointed to the additional position of Vice President of the Company, reporting to the Chief Financial Officer and the Co-Chief Executive Officers in their respective areas of responsibilities, as well as to the Board of Directors.

Frank Madonia, Executive Vice President, Secretary and General Counsel, has been given the additional responsibilities for compliance and internal audit.

Miller Industries is the world’s largest manufacturer of towing and recovery equipment, and markets its towing and recovery equipment under a number of well-recognized brands, including Century, Vulcan, Chevron, Holmes, Challenger, Champion, Jige, Boniface and Eagle.

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MILLER INDUSTRIES ANNOUNCES EXECUTIVE OFFICER CHANGES PAGE 2

Certain statements in this news release may be deemed to be forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “continue,” “future,” “potential,” “believe,” “project,” “plan,” “intend,” “seek,” “estimate,” “predict,” “expect,” “anticipate” and similar expressions, or the negative of such terms, or other comparable terminology. They include statements in this release relating to the future economic activity and demand for our products and our future revenue levels, operating results and growth initiatives, among others. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are made based on our management’s beliefs as well as assumptions made by, and information currently available to, our management. These forward-looking statements are subject to a number of risks and uncertainties, including, among other things, economic and market conditions; the risks related to the general economic health of our customers; the success and timing of existing and additional export and government orders; our customers’ access to capital and credit to fund purchases, including the ability of our customers to secure floor plan financing; changes in fuel and other transportation costs; the cyclical nature of our industry; our dependence on outside suppliers of raw materials; changes in the cost of aluminum, steel and related raw materials; and those other risks discussed in our filings with the SEC, including those risks discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for fiscal 2012, which discussion is incorporated herein by this reference. Such factors are not exclusive. We do not undertake to update any forward-looking statement that may be made from time to time by, or on behalf of, our company.

# # #

EX-99.2

Exhibit 99.2

 

8503 Hilltop Drive

Ooltewah, Tennessee 37363

(423) 238-4171

APPROVED BY:	Jeffrey I. Badgley
	Co-Chief Executive Officer

For Immediate Release

CONTACT:	Miller Industries, Inc.
	J. Vincent Mish, Chief Financial Officer
	(423) 238-4171
	Frank Madonia, General Counsel
	(423) 238-4171
	FTI Consulting, Inc.
	Investor Contact: Matt Steinberg
	(212) 850-5600

MILLER INDUSTRIES UPDATES DELAVAN JOINT VENTURE

CHATTANOOGA, Tennessee, December 23, 2013 – Miller Industries, Inc. (NYSE: MLR) today provided an update regarding its Delavan Automotive joint venture. Operations related to the Delavan joint venture have generated increasing losses as the fourth quarter has progressed, after previously announced losses in the first three quarters of 2013. Operations related to the Delavan joint venture are currently estimated to result in operating losses for the Company in excess of $1 million during the fourth quarter of 2013. This estimate is preliminary, so actual losses related to the Delavan joint venture could be greater or less than this estimate.

Operations related to the Delavan joint venture have been reduced in an effort to minimize future losses. The Company will continue to evaluate the viability of the joint venture and to focus on additional steps to reduce its future losses, including consideration of whether each of the joint venture’s products can be produced profitably. The Company is not able at this time to estimate the impact of the joint venture on its future financial results. However, operating results of the joint venture are not expected to have a material impact on the core business of the Company.

The Company also announced that its overall operations during the fourth quarter of 2013 are expected to result in continuing positive net income even after anticipated losses related to the Delavan joint venture.

- MORE -

MILLER INDUSTRIES UPDATES DELAVAN JOINT VENTURE  PAGE 2

Miller Industries is the world’s largest manufacturer of towing and recovery equipment, and markets its towing and recovery equipment under a number of well-recognized brands, including Century, Vulcan, Chevron, Holmes, Challenger, Champion, Jige, Boniface and Eagle.

Certain statements in this news release may be deemed to be forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “may,” “will,” “should,” “could,” “continue,” “future,” “potential,” “believe,” “project,” “plan,” “intend,” “seek,” “estimate,” “predict,” “expect,” “anticipate” and similar expressions, or the negative of such terms, or other comparable terminology. They include statements in this release relating to estimated losses related to the Delavan joint venture, the impact of the joint venture on the core business of the Company, and expected financial results for the fourth quarter 2013, among others. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Such forward-looking statements are made based on our management’s beliefs as well as assumptions made by, and information currently available to, our management. These forward-looking statements are subject to a number of risks and uncertainties, including, among other things, economic and market conditions; the risks related to the general economic health of our customers; the success and timing of existing and additional export and government orders; our customers’ access to capital and credit to fund purchases, including the ability of our customers to secure floor plan financing; changes in fuel and other transportation costs; the cyclical nature of our industry; our dependence on outside suppliers of raw materials; changes in the cost of aluminum, steel and related raw materials; and those other risks discussed in our filings with the SEC, including those risks discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for fiscal 2012, which discussion is incorporated herein by this reference. Such factors are not exclusive. We do not undertake to update any forward-looking statement that may be made from time to time by, or on behalf of, our company.

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