SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
Miller Industries Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
600551204
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scopia Management Inc.
13-416-2637
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
887,631
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
887,631
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
887,631
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.94%
12. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scopia PX LLC
05-054-8220
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
107,161
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
107,161
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,161
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.96%
12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scopia Partners LLC
13-415-6693
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
114,483
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
114,483
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,483
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.02%
12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Matthew Sirovich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
28,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
28,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.25%
12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jack Carlos Mindich
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.02%
12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scopia International Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
192,182
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
192,182
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,182
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.72%
12. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Meredith Elson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.03%
12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Coast Fund LP
99-0129682
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
230,099
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
230,099
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,099
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.06%
12. TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 600551204
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Scopia Partners QP LLC
32-0105312
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
210,706
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
210,706
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,706
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.88%
12. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 1600551204
---------------------
Item 1(a). Name of Issuer:
Miller Industries Inc.
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Item 1(b). Address of Issuer's Principal Executive Offices:
8503 Hilltop Drive, Suite 100
Ooltewah, TN 37363
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Item 2(a). Name of Persons Filing:
Scopia Management Inc.
Scopia PX LLC
Scopia Partners LLC
Scopia International Limited
The Coast Fund LP
Scopia Partners QP LLC
Matthew Sirovich
Jack Carlos Mindich
Meredith Elson
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Item 2(b). Address of Principal Business Office, or if None, Residence:
The principal Business Office of Scopia Management Inc., Scopia PX
LLC, Scopia Partners LLC, The Coast Fund LP, Scopia Partners QP LLC,
Matthew Sirovich, Jack Carlos Mindich and Meredith Elson is:
100 Park Avenue, New York, NY 10017
The principal Business Office of Scopia International Limited is:
c/o Prime Management Limited
Mechanics Building
12 Church Street
Hamilton HM 11, Bermuda
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Item 2(c). Citizenship:
The citizenship of Scopia Management Inc., Scopia PX LLC, Scopia
Partners LLC, Scopia Partners QP LLC, Matthew Sirovich Jack Carlos
Mindich, Meredith Elson and The Coast Fund LP is:
United States
The citizenship of Scopia International Limited is:
Bermuda
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Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
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Item 2(e). CUSIP Number:
600551204
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.*
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
Scopia Management Inc.
(a) Amount beneficially owned:
887,631 shares
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(b) Percent of class:
7.94%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
887,631
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or direct the disposition of
887,631
(iv) Shared power to dispose or direct the disposition of
0
Scopia PX LLC
(a) Amount beneficially owned:
107,161
----------------------------------------------------------------------
(b) Percent of class:
.96%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
107,161
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
107,161
Matthew Sirovich
(a) Amount beneficially owned:
28,000
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(b) Percent of class:
.25%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
28,000
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
28,000
Jack Carlos Mindich
(a) Amount beneficially owned:
2,000
----------------------------------------------------------------------
(b) Percent of class:
.02%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
2,000
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
2,000
Scopia International Limited
(a) Amount beneficially owned:
192,182
----------------------------------------------------------------------
(b) Percent of class:
1.72%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
192,182
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
192,182
Meredith Elson
(a) Amount beneficially owned:
3,000
----------------------------------------------------------------------
(b) Percent of class:
0.03%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
3,000
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
3,000
The Coast Fund LP
(a) Amount beneficially owned:
230,099
----------------------------------------------------------------------
(b) Percent of class:
2.06%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
230,099
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
230,099
Scopia Partners QP LLC
(a) Amount beneficially owned:
210,706
----------------------------------------------------------------------
(b) Percent of class:
1.88%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
210,706
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
210,706
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities check the following [ ].
N/A
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
If a parent holding company or Control person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
N/A
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
N/A
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Item 10. Certifications.
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2005
--------------------------------------
(Date)
SCOPIA MANAGEMENT INC.
By: /s/ Jeremy Mindich
--------------------------------------
Name: Jeremy Mindich
Title: President
SCOPIA PX LLC
By: /s/ Jeremy Mindich
--------------------------------------
Name: Jeremy Mindich
Title: The Managing Member of its
Managing Member
SCOPIA PARTNERS LLC
By: /s/ Jeremy Mindich
--------------------------------------
Name: Jeremy Mindich
Title: The Managing Member of its
Managing Member
THE COAST FUND LP
By: /s/ Jeremy Mindich
--------------------------------------
Name: Jeremy Mindich
Title: The Managing Member of its
General Partner
SCOPIA PARTNERS QP LLC
By: /s/ Jeremy Mindich
--------------------------------------
Name: Jeremy Mindich
Title: The Managing Member of its
Managing Member
SCOPIA INTERNATIONAL LLC
By: /s/ Jeremy Mindich
--------------------------------------
Name: Jeremy Mindich
Title: Director
By: /s/ Matthew Sirovich
-------------------------------------
Name: Matthew Sirovich
Jack Carlos Mindich
By: /s/ Jeremy Mindich
-------------------------------------
Name: Jeremy Mindich
Title: Power of Attorney
Meredith Elson
By: /s/ Jeremy Mindich
-------------------------------------
Name: Jeremy Mindich
Title: Power of Attorney
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
22124.0001 #548047