According to the latest docket posted, on December 20, 2000, the plaintiffs filed a notice of appeal from the November 20, 2000 Order and Judgment which denied the plaintiffs’ motion for partial summary judgment and granted the defendants’ motion for summary judgment. On February 6, 2001, the Court entered the certified copy of the Judgment from the U.S. Court of Appeals. The appeal was voluntarily dismissed.
As summarized by the Company’s FORM 10-Q for the quarterly period ended January 31, 2001, during September, October and November 1997, five lawsuits were filed by certain persons who seek to represent a class of shareholders who purchased shares of the Company’s common stock during the period from either October 15 or November 6, 1996 to September 11, 1997. Four of the suits were filed in the United States District Court for the Northern District of Georgia. The remaining suit was filed in the Chancery Court of Hamilton County, Tennessee. In general, the individual plaintiffs in all of the cases allege that they were induced to purchase the Company’s common stock on the basis of allegedly actionable misrepresentations or omissions about the Company and its business and, as a result, were thereby damaged. Four of the complaints assert claims under Sections 10(b) and 20 of the Securities Act of 1934. The complaints name as the defendants the Company and various of its present and former directors and officers. The plaintiffs in the four actions which involved claims in Federal Court under the Securities Exchange Act of 1934 have consolidated those actions. The Company filed a motion to dismiss in the consolidated case which was granted in part and denied in part. The proposed class was certified by order dated May 27, 1999. All fact discovery was completed. On or about May 5, 2000, the Company filed a motion seeking summary judgment in favor of all defendants on all remaining claims asserted by the plaintiffs. The plaintiffs also filed a partial summary judgment motion on or about May 5, 2000 on two of its claims. By order dated November 20, 2000, the Court granted the Company’s summary judgment motion as to all counts and denied the plaintiff’s motion in full.
The original complaint claims that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by misrepresenting and omitting material information in various documents, including the Company's Nov. 6, 1996 Prospectus for an offering of 3,870,537 shares of common stock at $24.25 per share. Plaintiff alleges that defendants overstated revenue growth by a variety of fraudulent practices, such as understating historical or prior period revenues, which had the effect of making revenue growth in more recent periods appear greater than it was in fact; misleading the investing public regarding growth in Miller's core manufacturing business by providing revenue figures that confused and/or combined revenues from manufacturing with revenues from newly acquired towing service companies and revenues from other sources; and engaging in "channel stuffing," the practice of unloading more manufacturing product than the market could absorb on a continuing basis, by means of extraordinary discounts, unusual arrangements regarding product returns, and the like. Plaintiff also alleges that defendants misrepresented and overstated Miller's income from continuing operations. Plaintiff contends that defendants' public statements operated to artificially inflate the market price of Miller's common stock during the class period of Nov. 6, 1996 through Sept. 11, 1997, thereby damaging plaintiff and other members of the class who purchased the stock relying on the market price to reflect accurately the Company's true value. Plaintiff also alleges that during the class period the individual defendants sold more than 2,188,700 shares of Miller common stock, personally reaping more than $54.2 million in proceeds at the expense of the investing public.