William G. Miller Elected Co-CEO, Debt Refinancing Status Described, New Accountants Engaged
CHATTANOOGA, Tenn., Oct. 13, 2003 -- Miller Industries, Inc. today announced today that William G. Miller, Chairman of the Board, was elected by the Board of Directors to the additional post of Co-Chief Executive Officer of the Company effective October 9, 2003. Mr. Miller will reassume this position, which he held during 1997 after being CEO of the Company from its inception to 1997, with an initial focus on negotiating and completing a refinancing of the Company's senior debt facility.
The Company also disclosed that it had entered into a letter agreement with a large financial institution pursuant to which such lender confirmed its interest in providing up to $53 million of financing in order to refinance the senior and subordinated credit facilities of the Company. The agreement does not constitute a commitment or undertaking by such lender to provide financing, and is subject to completion of due diligence and various other conditions. Thus, there can be no assurance that this new credit facility will be consummated. The lender has commenced its due diligence process and, if the transaction proceeds to closing, the Company anticipates the closing occurring by year end 2003.
The Company was recently informed by Contrarian Capital, of Greenwich, Connecticut, that it is finalizing the purchase of all of the subordinated debt of the Company and is interested in converting a portion of such debt into equity of the Company which will facilitate the refinancing of the Company's debt. The Company understands that Contrarian intends for Mr. William G. Miller and other senior management of the Company to invest alongside it in this transaction. The Board of Directors has empowered a special committee consisting of the three non-employee members of the Board to engage in all negotiations with this investor group on behalf of the Company. There is no arrangement or agreement at this time with respect to any such conversion of debt and there can be no assurance that any such conversion will take place.
Jeff Badgley, the CEO of the Company since 1997 and now the Co-CEO, said, "We are all extremely pleased to have Bill Miller back with us on an everyday basis. His leadership will be invaluable to our efforts to refinance our debt and grow our core manufacturing business."
The Company also announced that the Board of Directors has engaged Joseph Decosimo and Company, LLP as the Company's new independent auditors. On October 3, 2003, PricewaterhouseCoopers LLP, the registrant's former independent auditors, resigned from that position. PricewaterhouseCoopers' decision to resign as the Company's independent auditors was not influenced by any disagreements with management.
"Now that the Company has divested its towing services operations and is focused solely on manufacturing as its single business segment, the Board believes that using a large regional nationally-recognized accounting firm headquartered in Chattanooga is more appropriate for the Company," said Jeff Badgley.
Miller Industries, headquartered in Chattanooga, Tennessee, is the world's largest manufacturer of towing and recovery equipment with facilities in Tennessee, Pennsylvania, France and England. The Company markets its towing and recovery equipment under a number of well-recognized brands, including Century, Vulcan, Chevron, Holmes, Challenger, Champion and Eagle.
Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. The Company noted that forward looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed under the caption "Risk Factors" in the Company's Form 10-K for fiscal 2002, which discussion is incorporated herein by this reference.