UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
| x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
fiscal year ended December 31,
2007
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OR
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| o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from __________________________________ to
__________________________________
Commission
File No. 0-24298
MILLER
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Tennessee
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62-1566286
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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8503
Hilltop Drive, Ooltewah, Tennessee
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37363
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(Address
of principal executive offices)
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(Zip
Code)
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(423)
238-4171
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Name of Each Exchange
on Which Registered
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Common
Stock, par value $.01 per share
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act:
None
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
o Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
o Yes x No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
x Yes o No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of “accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act (Check one):
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Large
Accelerated Filer
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o |
Accelerated
Filer
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x |
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Non-accelerated
Filer
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o |
Smaller
Reporting Company
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o |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o Yes x No
The
aggregate market value of the voting stock held by non-affiliates of the
registrant (which for purposes hereof are all holders other than executive
officers and directors) as of June 30, 2007 (the last business day of the
registrant’s most recently completed second fiscal quarter) was $251,365,155
(based on 10,014,548 shares held by non-affiliates at $25.10 per share, the last
sale price reported on the New York Stock Exchange on June 30,
2007).
At March
10, 2008 there were 11,593,588 shares of the registrant’s common stock, par
value $0.01 per share, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
The
information called for by Part III (Items 10, 11, 12, 13 and 14) is incorporated
herein by reference to the Registrant’s definitive proxy statement for its 2008
Annual Meeting of Shareholders which is to be filed pursuant to Regulation
14A.
EXPLANATORY
NOTE
Miller
Industries, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual
Report on Form 10-K (this “Amendment”) solely for the purpose of correcting the
graphical portion of the stock performance graph set forth in Item 5 of the
Company’s original Annual Report on Form 10-K for the year ended December 31,
2007, as filed with the Securities and Exchange Commission on March 13, 2008
(the “Original Filing”).
This
Amendment does not reflect events occurring after the filing of the Original
Filing or, except as indicated above, modify or update the information in the
Original Filing.
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MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
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Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder
Matters
Our
common stock is traded on the New York Stock Exchange under the symbol
“MLR.” The following table sets forth the quarterly range of high and
low sales prices for the common stock for the periods indicated.
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Price
Range of Common Stock
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||||||||
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Period
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High
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Low
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||||||
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Year
Ended December 31, 2006
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||||||||
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First
Quarter
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$ | 26.13 | $ | 19.72 | ||||
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Second
Quarter
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29.31 | 17.60 | ||||||
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Third
Quarter
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21.50 | 16.61 | ||||||
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Fourth
Quarter
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24.71 | 17.95 | ||||||
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Year
Ended December 31, 2007
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||||||||
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First
Quarter
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$ | 24.18 | $ | 20.34 | ||||
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Second
Quarter
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26.08 | 21.78 | ||||||
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Third
Quarter
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26.45 | 15.23 | ||||||
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Fourth
Quarter
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18.04 | 11.72 | ||||||
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Year
Ending December 31, 2008
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||||||||
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First
Quarter (through March 10, 2008)
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$ | 14.15 | $ | 11.06 | ||||
The
approximate number of holders of record and beneficial owners of common stock as
of December 31, 2007 was 510 and 4,800, respectively.
We have
never declared cash dividends on our common stock. We intend to
retain our earnings and do not anticipate paying cash dividends in the
foreseeable future. Any future determination as to the payment of
cash dividends will depend upon such factors as earnings, capital requirements,
our financial condition, restrictions in financing agreements and other factors
deemed relevant by our board of directors. The payment of dividends
by us is restricted by our revolving credit facility.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
There
were no share repurchases during the fourth quarter of 2007.
Sales
of Unregistered Securities
We did
not sell any unregistered securities during the year ended December 31,
2007.
Performance
Graph
The
following line graph compares the percentage change in the cumulative
shareholder return of our common stock with The New York Stock Exchange
Composite Index and the Standard & Poor’s Construction Index over the period
of time from December 31, 2002 through December 31, 2007. The
respective returns assume reinvestment of dividends paid.
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12/31/02
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12/31/03
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12/31/04
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12/30/05
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12/29/06
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12/31/07
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|||||||||||||
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Miller
Industries, Inc.
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100
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124
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350
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629
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744
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424
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||||||||||||
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NYSE
Composite Index(1)
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100
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129
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145
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155
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183
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195
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|||||||||||
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S&P
Construction Index(2)
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100
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170
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206
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237
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254
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345
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(1)
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The
New York Stock Exchange revised the NYSE Composite Index as of December
31, 2002. The change recalibrated the base year as December 31,
2002.
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(2)
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For
the year ended December 31, 2002, Standard & Poors transferred the
Heavy Duty Trucks and Parts index, the index previously used by the
Company, to the S&P 500 – Construction and Farm Machinery and Heavy
Trucks Index. As a result, the Company has elected to use the
S&P 500 – Construction and Farm Machinery and Heavy Trucks index in
the above comparison.
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PART
IV
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EXHIBITS,
FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
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(a)
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The
following documents are filed as part of this Report:
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1.
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Financial
Statements
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See
the index to Consolidated Financial Statements of the Registrant on page
30 of the Original Filing.
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2.
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Financial
Statement Schedules
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See
the list of Financial Statement Schedules for the Registrant on page 30 of
the Original Filing.
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3.
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Exhibits
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The
following exhibits are required to be filed with this Report by Item 601
of Regulation S-K:
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Description
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Incorporated
by Reference to Registration File Number
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Form
or
Report
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Date
of Report
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Exhibit
Number
in
Report
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|||||
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3.1
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Charter,
as amended, of the Registrant
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–
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Form
10-K
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December
31, 2001
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3.1
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||||
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3.2
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Amended
and Restated Bylaws of the Registrant
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–
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Form
10-Q
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November
8, 2007
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3.2
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||||
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10.1
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Form
of Noncompetition Agreement between the Registrant and certain officers of
the Registrant
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33-79430
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S-1
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August
1994
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10.28
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||||
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10.2
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Form
of Nonexclusive Distributor Agreement
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33-79430
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S-1
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August
1994
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10.31
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10.3
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Miller
Industries, Inc. Stock Option and Incentive Plan**
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33-79430
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S-1
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August
1994
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10.1
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||||
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10.4
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Form
of Incentive Stock Option Agreement under Miller Industries, Inc. Stock
Option and Incentive Plan**
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33-79430
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S-1
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August
1994
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10.2
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||||
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10.5
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Miller
Industries, Inc. Non-Employee Director Stock Option Plan**
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33-79430
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S-1
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August
1994
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10.4
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||||
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10.6
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Form
of Director Stock Option Agreement**
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33-79430
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S-1
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August
1994
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10.5
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||||
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10.7
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First
Amendment to Miller Industries, Inc. Non-Employee Director Stock Option
Plan**
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–
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Form
10-K
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April
30, 1995
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10.38
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10.8
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Second
Amendment to Miller Industries, Inc. Non-Employee Director Stock Option
Plan**
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–
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Form
10-K
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April
30, 1996
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10.39
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||||
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10.9
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Second
Amendment to Miller Industries, Inc. Stock Option and Incentive
Plan**
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–
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Form
10-K
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April
30, 1996
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10.40
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10.10
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Employment
Agreement dated July 8, 1997 between the Registrant and William G.
Miller**
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–
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Form
10-Q/A
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July
31, 1997
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10
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Description
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Incorporated
by Reference to Registration File Number
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Form
or
Report
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Date
of Report
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Exhibit
Number
in
Report
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|||||
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10.11
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Form
of Indemnification Agreement dated June 8, 1998 by and between the
Registrant and each of William G. Miller, Jeffrey I. Badgley, A. Russell
Chandler, Paul E. Drack, Frank Madonia, J. Vincent Mish, Richard H.
Roberts, and Daniel N. Sebastian**
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–
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Form
10-Q
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September
14, 1998
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10
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||||
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10.12
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Employment
Agreement between the Registrant and Jeffrey I. Badgley, dated September
11, 1998**
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–
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Form
10-Q
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December
15, 1998
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10.1
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||||
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10.13
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Employment
Agreement between the Registrant and Frank Madonia, dated September 11,
1998**
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–
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Form
10-Q
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December
15, 1998
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10.3
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||||
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10.14
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Agreement
between the Registrant and Jeffrey I. Badgley, dated September 11,
1998**
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–
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Form
10-Q
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December
15, 1998
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10.4
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||||
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10.15
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Agreement
between the Registrant and Frank Madonia, dated September 11,
1998**
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–
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Form
10-Q
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December
15, 1998
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10.6
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||||
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10.16
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Non-Employee
Director Stock Plan**
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–
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Schedule
14A
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January
23, 2004
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Annex
A
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10.17
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Miller
Industries, Inc. 2005 Equity Incentive Plan**
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–
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Schedule
14A
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May
2, 2005
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Annex
B
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10.18
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Credit
Agreement, dated June 17, 2005, among Wachovia Bank, NA and the
Registrant
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–
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Form
8-K
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June
17, 2005
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10.1
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||||
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10.19
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Term
Note, dated June 17, 2005, among Wachovia Bank, NA and the
Registrant
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–
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Form
8-K
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June
17, 2005
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10.2
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||||
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10.20
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Revolving
Note, dated June 17, 2005, among Wachovia Bank, NA and the
Registrant
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–
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Form
8-K
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June
17, 2005
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10.3
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||||
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10.21
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Intercreditor
Agreement, dated June 17, 2005, among Wachovia Bank, NA, and William G.
Miller
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–
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Form
8-K
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June
17, 2005
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10.4
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||||
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10.22
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Security
Agreement, dated June 17, 2005, among Wachovia Bank, NA, and the
Registrant
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–
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Form
8-K
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June
17, 2005
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10.5
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||||
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10.23
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Subsidiary
Security Agreement, dated June 17, 2005, among Wachovia Bank, NA, and the
subsidiaries of the Registrant named therein
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–
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Form
8-K
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June
17, 2005
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10.6
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||||
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10.24
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Pledge
Agreement, dated June 17, 2005, among Wachovia Bank, NA, and the
Registrant
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–
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Form
8-K
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June
17, 2005
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10.7
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||||
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10.25
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Amendment
No. 5 to Amended and Restated Credit Agreement, dated June 17, 2005, among
the Registrant, Miller Industries Towing Equipment, Inc. and William G.
Miller
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–
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Form
8-K
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June
17, 2005
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10.8
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||||
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10.26
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Promissory
Note, dated June 17, 2005, among the Registrant, Miller Industries Towing
Equipment, Inc. and William G. Miller
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–
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Form
8-K
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June
17, 2005
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10.9
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|
Description
|
Incorporated
by Reference to Registration File Number
|
Form
or
Report
|
Date
of Report
|
Exhibit
Number
in
Report
|
|||||
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10.27
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First
Amendment to Credit Agreement, dated July 11, 2007, among Wachovia Bank,
NA and Registrant
|
–
|
Form
8-K
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July
16, 2007
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10.1
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||||
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21
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Subsidiaries
of the Registrant*
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||||||||
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23.1
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Consent
of Joseph Decosimo and Company, PLLC*
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||||||||
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24
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Power
of Attorney (see signature page)*
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||||||||
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31.1
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Certification
Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive
Officer#
|
||||||||
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31.2
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Certification
Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive
Officer#
|
||||||||
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31.3
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Certification
Pursuant to Rule 13a-14(a)/15d-14(a) by Chief Financial
Officer#
|
||||||||
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32.1
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Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code
by Co-Chief Executive Officer*
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||||||||
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32.2
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Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code
by Co-Chief Executive Officer*
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||||||||
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32.3
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Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code
by Chief Financial Officer*
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*
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Filed
with the Original Filing.
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**
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Management
contract or compensatory plan or arrangement.
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|
|
#
|
Filed
with this Amendment.
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(b)
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 24th day of March,
2008.
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MILLER
INDUSTRIES, INC.
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|||
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Date
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By:
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/s/ Jeffrey I. Badgley | |
| Jeffrey I. Badgley | |||
|
President,
Co-Chief Executive Officer and
Director
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant in the
capacities indicated on the 24th day of March, 2008.
| Signature |
Title
|
|||
|
*
|
Chairman of the Board of Directors and Co-Chief | |||
| William G. Miller |
Executive
Officer
|
|||
| /s/ Jeffrey I. Badgley |
President,
Co-Chief Executive Officer and Director
|
|||
| Jeffrey I. Badgley |
|
|||
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*
|
Executive Vice President, Treasurer and Chief Financial | |||
| J. Vincent Mish |
Officer
(Principal Financial and Accounting Officer)
|
|||
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*
|
Director
|
|||
| A. Russell Chandler, III |
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|||
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*
|
Director
|
|||
| Paul E. Drack |
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|||
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*
|
Director
|
|||
| Richard H. Roberts |
|
|||
| *By: |
/s/ Jeffrey I. Badgley
|
|||
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Jeffrey
I. Badgley
|
||||
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Attorney-in-fact
|
||||
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
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31.1
|
Certification
Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive
Officer
|
|
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31.2
|
Certification
Pursuant to Rules 13a-14(a)/15d-14(a) by Co-Chief Executive
Officer
|
|
|
31.3
|
Certification
Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Financial
Officer
|