SECURITIES AND
  EXCHANGE COMMISSION
  Washington, D.C.
  20549

FORM 10-K

xTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES
  EXCHANGE ACT OF 1934.

From the transition period from April 30, 2001 to December 31, 2001

Commission File No. 0-24298

MILLER INDUSTRIES,
  INC.(Exact name of Registrant as specified in its charter)

Tennessee(State or other jurisdiction of incorporation or organization)

62-1566286(I.R.S. Employer Identification No.)

8503 Hilltop Drive, Ooltewah, Tennessee  37363(Address of principal executive
  offices)            
  (Zip Code)

Registrants
  telephone number, including area code:  (423) 238-4171

Securities registered pursuant to
  Section 12(b) of the Act:  Common Stock, Par Value $0.01 Per Share.

Name of each exchange on which
  registered:  New York Stock Exchange.

Securities registered pursuant to
  Section 12(g) of the Act:  None.

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.  YesþNo ̈.

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 10K. ̈

The aggregate market value of the voting stock held by nonaffiliates of the
  Registrant as of March 15, 2002 was $19,242,934 based on the closing sale
  price of the Common Stock as reported by the New York Stock Exchange on such
  date.  See Item 12.

At March 15, 2002 there were 9,341,436 shares of Common Stock, par value $0.01
  per share, outstanding.

DOCUMENTS
  INCORPORATED BY REFERENCE

Portions of the Registrants definitive Proxy Statement for the 2002 Annual
  Meeting of Shareholders are incorporated by reference into Part III.

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TABLE OF CONTENTS
  FORM 10-K
  TRANSITION REPORT

PART IITEM 1.BUSINESS
1ITEM
2.PROPERTIES
  
15ITEM
3.LEGAL PROCEEDINGS
15ITEM
4.SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
16PART IIITEM
5.MARKET FOR THE REGISTRANTS
COMMON EQUITY AND
                 RELATED STOCKHOLDER
MATTERS
17ITEM
6.SELECTED FINANCIAL DATA

17ITEM
7.MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF
OPERATIONS
19ITEM
8.FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
29ITEM
9.CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL
DISCLOSURE
29PART IIIITEM
10.DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT
      29ITEM
11.EXECUTIVE COMPENSATION
29


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ITEM
12.SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT

29ITEM
13.CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
30PART IVITEM
14.EXHIBITS, FINANCIAL
STATEMENT SCHEDULES AND REPORTS
                 ON FORM 8-K
30FINANCIAL
STATEMENTS
F-1FINANCIAL
STATEMENT SCHEDULE
S-1SIGNATURES




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PART I

ITEM1.          
  BUSINESS

GENERAL

Miller Industries, Inc. (the Company) is the worlds leading
  integrated provider of vehicle towing and recovery equipment and services,
  with executive offices in Ooltewah, Tennessee and Atlanta, Georgia and
  manufacturing operations in Tennessee, Pennsylvania, France and England. 
  The Companys business is divided into two segments: (i) towing and recovery
  equipment and (ii) towing services.  The Company markets its towing and
  recovery equipment under several well-recognized brand names and markets its
  towing services under the national brand name RoadOne®.

Since 1990 the Company has developed or acquired several of the most
  well-recognized brands in the fragmented towing and recovery equipment
  manufacturing industry.  The Companys strategy has been to diversify
  its line of products and increase its market share in the industry through a
  combination of internal growth and development and acquisitions of
  complementary businesses.

As a natural extension of its leading market position and strong brand name
  recognition in manufacturing, the Company has broadened its strategy to
  include vertical integration, with the goal of achieving operating
  efficiencies while becoming a leading worldwide manufacturer and distributor in the towing and recovery equipment
  industry.  The Companys owned and independent distributors form a
  North American distribution network for towing and recovery equipment as well
  as other specialty truck equipment and components.

In February 1997, the Company formed its towing services division, RoadOne. 
  RoadOne offers a broad range of towing and transportation services, including
  towing, impounding and storing motor vehicles, conducting lien sales and
  auctions of abandoned vehicles, and transporting new and used vehicles and
  heavy construction equipment.  During the fourth quarter of fiscal 2000,
  the Company announced plans to accelerate its efforts to aggressively reduce
  expenses in the towing services segment at the corporate level, as well as in
  the field.  Since that time, the Company has disposed of assets and
  operations in a number of underperforming markets.  The Company continues
  to investigate all financial alternatives with respect to the overall towing
  services segment in order to enhance shareholder value.  At March 15,
  2002, the Company was operating over 150 facilities serving 40 markets in 23
  states, and had relationships with over 2,700 RoadOne affiliates.

INCLUSION OF FORWARD-LOOKING
  STATEMENTS

Certain statements in this Annual Report, including but not limited to Managements
  Discussion and Analysis of Financial Condition and Results of Operations,
  may be deemed to be forward-looking statements, as defined in the Private
  Securities Litigation Reform Act of 1995.  Such forward-looking
  statements are made based on managements belief as well as assumptions made
  by, and information currently available to, management pursuant to safe
  harbor provisions of the Private Securities Litigation Reform Act of
  1995.  The Companys actual results may differ materially from the
  results anticipated in these forward-looking statements due to, among other
  things, factors set forth below under the heading Risk Factors, and in
  particular, the risks associated with acquisitions, including, without
  limitation, the costs and difficulties related to the integration of the
  acquired businesses, and risks associated with the terms of the Companys
  substantial indebtedness.  The Company cautions that such factors are not
  exclusive.  The Company does not undertake to update any forward-looking
  statement that may be made from time to time by, or on behalf of, the Company.

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Risk Factors

Risks Associated with Substantial Indebtedness. 
  As of February 28, 2002 the Companys long-term debt (net of current
  portion) totaled approximately $93.2 million.  As a consequence of its
  level of indebtedness a substantial portion of the Companys cash flow from
  operations must be dedicated to debt service requirements. The terms of the
  Companys outstanding indebtedness govern the ability of the Company and its
  subsidiaries to, among other things, incur additional indebtedness, pay
  dividends or make certain other restricted payments or investments in certain
  situations, consummate certain asset sales, enter into certain transactions
  with affiliates, incur liens, or merge or consolidate with any other person or
  sell, assign, transfer, lease, convey or otherwise dispose of all or
  substantially all of their assets. They also require the Company to meet
  certain financial tests and comply with certain other reporting, affirmative
  and negative covenants.  The revolving credit facility provides for
  separate and distinct loan commitment levels for the Company's towing and
  recovery equipment segment and RoadOne segment, respectively.

The Company was in violation of certain of the covenants under its credit
facilities during the first quarter of 2002.  The Company negotiated
certain amendments to the credit facilities that modified certain of the
covenants contained therein, waived existing events of default and brought the
Company back into compliance as of April 15, 2002.  In connection with the
April 2002 amendments, the amounts available for borrowing under the portion of
the facility related to the Companys RoadOne assets will be reduced on
approximately a quarterly basis beginning in August 2002, from $36.0 million at
April 15, 2002, to $27.0 million at March 31, 2003, and with quarterly
reductions of $3.0 million each quarter thereafter through maturity in July
2005.  The reductions in amounts available will require the Company to make
mandatory prepayments of outstanding amounts to comply with the reduced
availability.  To the extent that cash flow from operations and sales of
RoadOne properties are not sufficient to satisfy these repayment obligations,
the Company would be in default under its credit facilities.  In addition,
the interest rate charged on outstanding amounts under the credit facilities
will escalate at generally quarterly intervals from prime plus 2.75% at April
15, 2002, to prime plus 14.00% at April 1, 2005, based on amounts outstanding
under the credit facilities.

The Company may continue to have difficulties in the future
  complying with these covenants and in such event would have to seek additional
  waivers from its lenders.  Such waivers typically require payment of
  substantial additional fees, and there can be no assurance that the lenders
  will agree to any future waivers or amendments.

Demand for the Companys
  equipment has been negatively impacted by cost pressures facing its
  customers.  Continuation of these pressures could impact the Companys
  ability to service its debt.  The Companys bank facilities are
  collateralized by liens on all of the Companys assets.  The liens give
  the lenders the right to foreclose on the assets of the Company under certain
  defined events of default and such foreclosure could allow the lenders to gain
  control of the operations of the Company.  The Companys credit
  facilities include a junior secured facility with an aggregate principal
  amount outstanding of $14.0 million as of February 28, 2002.  The lenders
  under the junior secured facility are entitled to receive warrants to purchase
  shares of the Companys Common Stock equal to up to 0.5% of the outstanding
  shares if the facility is not repaid by July 2002, and up to an additional
  1.5% of the outstanding shares if the facility is not repaid by July
  2003.  Such issuances would be dilutive to the Companys other
  shareholders.

If the Company were to
fail to comply with the requirements under the credit facilities, such non-compliance would result in an event of default, which if
not waived by the lending groups would result in the acceleration of the amounts due under the credit facility as well as other
remedies.  Under these circumstances the Company could be required to find alternative funding sources, such as sale of assets
or other financing sources.  If the Company were unable to refinance the credit facility on acceptable terms

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or find an
alternative source of repayment for the credit facility, the Company’s business and financial condition would be materially
and adversely affected.  There is no assurance that the Company would be 
  able to obtain any such refinancing or that it would
be able to sell assets on terms that are acceptable to the Company or at all.  For more information regarding the impact of
the Company’s substantial indebtedness on the Company’s liquidity, see “Management’s Discussion and
Analysis of Financial Conditions and Results of Operations – Liquidity and Capital Resources,” and Notes 2 and 7 to the
Company’s Consolidated Financial Statements for the transition period ended December 31, 2001.

Risks Associated With Acquisitions; Difficulties In Integrating Operations
  And Achieving Cost Savings.  From 1996 to 1999, the Company pursued
  an aggressive acquisition strategy that involved the acquisition over 120
  additional companies.  As a result, the Companys success is dependent,
  in part, upon its ability to successfully integrate and manage such acquired
  businesses.  Acquisitions involve special risks, including risks
  associated with unanticipated problems, liabilities and contingencies,
  diversion of management attention and possible adverse effects on earnings
  resulting from increased goodwill amortization, increased interest costs, the
  issuance of additional securities and difficulties related to the integration
  of the acquired business.  To a certain extent, the Company has
  experienced each of these special risks in connection with some of its
  acquisitions, which has led to the selling of assets or closing of terminals
  in a number of underperforming markets, and continued difficulties in other
  markets.  There can be no assurance that any acquisitions will not have
  an adverse effect upon the Companys operating results, particularly during
  periods in which the operations of acquired businesses are being integrated
  into the Companys operations.

The success of any business combination is in part dependent on managements
  ability following the transaction to integrate operations, systems and
  procedures and thereby obtain business efficiencies, economies of scale and
  related cost savings.  The challenges posed to the Companys management
  are particularly significant because integrating the acquired companies must
  be addressed contemporaneously.  The Company has incurred significant
  expenses in connection with its towing services acquisitions, and has had
  difficulty realizing cost savings and managing operating costs.  There
  can be no assurance that future consolidated results will improve as a result
  of cost savings and efficiencies from any such acquisitions or proposed
  acquisitions, or as to the timing or extent to which cost savings and
  efficiencies will be achieved, if at all.

Risks Of Entering New Lines Of Business.The Companys growth strategy includes vertically integrating within the
  towing and recovery industry through a combination of acquisitions and
  internal growth.  Implementation of its growth strategy has resulted in
  the Companys entry into several new lines of business.  Historically,
  the Companys expertise has been in the manufacture of towing and recovery
  equipment and the Company had no prior operating experience in the lines of
  business it recently entered.  Commencing during fiscal 1997, the Company
  entered three new lines of business through the acquisition of towing and
  recovery equipment distributors and towing service companies, and the
  establishment of the Companys Financial Services Group.  The Companys
  operation of these businesses is subject to all of the risks inherent in the
  establishment of a new business enterprise.  Such acquisitions present
  the additional risk that newly-acquired businesses could be viewed as being in
  competition with other customers of the Company.  Although the new
  businesses are closely related to the Companys towing and recovery
  equipment manufacturing business, the Company has experienced difficulties and
  unexpected expenses establishing and operating these new businesses, and may
  continue to experience such difficulties and expenses.

Cyclical Nature Of Industry, General Economic Conditions And Weather. 
  The towing and recovery industry is cyclical in nature and has been affected
  historically by high interest rates, insurance costs, and economic conditions
  in general. Accordingly, a downturn in the economy could have a material

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adverse effect on the Companys operations, as has been the case during the
  current general economic downturn.  The industry is also influenced by
  consumer confidence and general credit availability, and by weather
  conditions, none of which is within the control of the Company.

Fluctuations In Price And Supply Of Materials And
  Component Parts.The Company is dependent upon
  outside suppliers for its raw material needs and other purchased component
  parts and, therefore, is subject to price increases and delays in receiving
  supplies of such materials and component parts.  There can be no
  assurance that the Company will be able to pass any price increase on to its
  customers.  Although the Company believes that sources of its materials
  and component parts will continue to be adequate to meet its requirements and
  that alternative sources are available, events beyond the Companys control
  could have an adverse effect on the cost or availability of such materials and
  component parts.  Additionally, demand for the Companys products could
  be negatively affected by the unavailability of truck chassis, which are
  manufactured by third parties and are typically purchased separately by the
  Companys distributors or by towing operators and are sometimes supplied by
  the Company.

Competition.  The towing and recovery equipment manufacturing
  industry is highly competitive.  Competition for sales exists at both the
  distributor and towing-operator levels and is based primarily on product
  quality and innovation, reputation, technology, customer service, product
  availability and price.  In addition, sales of the Companys products
  are affected by the market for used towing and recovery equipment. 
  Certain of the Companys competitors may have substantially greater
  financial and other resources and may provide more attractive dealer and
  retail customer financing alternatives than the Company.  Historically,
  the towing service industry has been highly fragmented, with an estimated
  30,000 professional towing operators in the United States, therefore the
  Companys towing services operations will face continued competition from
  many operators across the country.  The Companys presence in the
  towing service industry presents the risk that it could be viewed as being in
  competition with other customers of the Company, which can negatively effect
  sales.  The Company may also face significant competition from large
  competitors as it enters other new lines of business, including equipment
  distribution and financial services.

Dependence On Proprietary Technology.  Historically, the Company
  has been able to develop or acquire patented and other proprietary product
  innovations which have allowed it to produce what management believes to be
  technologically advanced products relative to most of its competition. 
  Certain of the Companys patents expire in 2004 at which time the Company
  may not have a continuing competitive advantage through proprietary products
  and technology.  In addition, pursuant to the terms of a consent judgment
  entered into in 2000 with the Antitrust Division of the U.S. Department of
  Justice, the Company is required to offer non-exclusive royalty-bearing
  licenses to certain of the Companys key patents to all tow truck and car
  carrier manufacturers.  The Companys historical market position has
  been a result, in part, of its continuous efforts to develop new
  products.  The Companys future success and ability to maintain market
  share will depend, to an extent, on new product development.

Labor Availability and Union Activity.  The timely production of
  the Companys wreckers and car carriers requires an adequate supply of
  skilled labor.  In addition, the operating costs of each manufacturing
  and towing service facility can be adversely affected by high turnover in
  skilled positions.  Accordingly, the Companys ability to increase
  sales, productivity and net earnings will be limited to a degree by its
  ability to employ the skilled laborers necessary to meet the Companys
  requirements.  There can be no assurance that the Company will be able to
  maintain an adequate skilled labor force necessary to efficiently operate its
  facilities.  The United Auto Workers Union filed a representation
  petition with the National Labor Relations Board for the employees at the
  Companys Ooltewah, Tennessee manufacturing plant.  A vote was held on such union
  representation on April 11, 2002.  There can be

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no assurance that the
  employees at the Ooltewah manufacturing plant or other Company employees
  may not choose to become unionized in the future.

The Companys Common Stock May be Delisted from The New York Stock Exchange
  if the Company Does Not Maintain Certain Listing Standards.To
  remain listed on the New York Stock Exchange, the average closing price of the
  Companys stock must not drop below $1.00 per share for 30 days or
  more.  The Companys common stock price was below $1.00 per share for
  an extended period during 2001 and the common stock was in danger of being
  delisted.  A one-for-five reverse stock split was effected on October 1,
  2001, and the price of the common stock has not been below $2.10 since that
  time.  If the Companys common stock were to be delisted from the New
  York Stock Exchange, an active trading market for its common stock would
  likely no longer exist, and the ability of shareholders to buy and sell shares
  of the Companys common stock would be materially impaired. In addition, the
  delisting of the Companys stock could adversely affect the Companys
  ability to enter into future equity financing transactions.

Dependence On Key Management.  The success of the Company is
  highly dependent on the continued services of the Companys management
  team.  The loss of services of one or more key members of the Companys
  senior management team could have a material adverse effect on the
  Company.

Automobile And Product Liability Insurance.  The Company is
  subject to various claims, including automobile and product liability claims
  arising in the ordinary course of business, and may at times be a party to
  various legal proceedings incidental to the Companys business.  The
  Company maintains reserves and liability insurance coverage at levels based
  upon commercial norms and the Companys historical claims experience. 
  A successful product liability or other claim brought against the Company in
  excess of its insurance coverage or the inability of the Company to acquire
  insurance at commercially reasonable rates could have a material adverse
  effect upon the Companys business, operating results and financial
  condition.

Increased Insurance and Fuel Costs.  As a result of the events of
  September 11, 2001 and other general economic factors, the Company has
  experienced a substantial increase in its insurance costs and has experienced
  fluctuations in fuel and other transportation costs.  Its customers have
  also experienced reduced availability of credit for purchasing
  equipment.  There can be no assurance that these costs will not continue
  to increase for the Company.  Such increases have had, and may continue
  to have, a material effect upon the Companys business and operating
  results.

Volatility Of Market Price.  From time to time, there may be
  significant volatility in the market price for the Common Stock. 
  Quarterly operating results of the Company, changes in earnings estimated by
  analysts, changes in general conditions in the Companys industry or the
  economy or the financial markets or other developments affecting the Company
  could cause the market price of the Common Stock to fluctuate
  substantially.  In addition, in recent years the stock market has
  experienced significant price and volume fluctuations.  This volatility
  has had a significant effect on the market prices of securities issued by many
  companies for reasons unrelated to their operating performance.

Control By Principal Shareholder.  William G. Miller, the Chairman
  of the Company, beneficially owns approximately 16% of the outstanding shares
  of Common Stock.  Accordingly, Mr. Miller has the ability to exert
  significant influence over the business affairs of the Company, including the
  ability to influence the election of directors and the result of voting on all
  matters requiring shareholder approval.

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Anti-Takeover Provisions Of Charter And Bylaws; Preferred Stock. 
  The Companys Charter and Bylaws contain restrictions that may discourage
  other persons from attempting to acquire control of the Company, including,
  without limitation, prohibitions on shareholder action by written consent and
  advance notice requirements respecting amendments to certain provisions of the
  Companys Charter and Bylaws. In addition, the Companys Charter
  authorizes the issuance of up to 5,000,000 shares of preferred stock. The
  rights and preferences for any series of preferred stock may be set by the
  Board of Directors, in its sole discretion and without shareholder approval,
  and the rights and preferences of any such preferred stock may be superior to
  those of Common Stock and thus may adversely affect the rights of holders of
  Common Stock.

TOWING AND RECOVERY EQUIPMENT

The Company offers a broad range of towing and recovery equipment products
  that meet most customer design, capacity and cost requirements.  The
  Company manufactures the bodies of wreckers and car carriers, which are
  installed on truck chassis manufactured by third parties.  Wreckers
  generally are used to recover and tow disabled vehicles and other equipment
  and range in type from the conventional tow truck to large recovery vehicles
  with rotating hydraulic booms and 70-ton lifting capacities.  Car
  carriers are specialized flat bed vehicles with hydraulic tilt mechanisms that
  enable a towing operator to drive or winch a vehicle onto the bed for
  transport.  Car carriers transport new or disabled vehicles and other
  equipment and are particularly effective over longer distances.

The Companys products are sold primarily through independent distributors
  that serve all 50 states, Canada and Mexico, and other foreign markets
  including Europe, the Pacific Rim and the Middle East.  As a result of
  its ownership of Jige in France and Boniface in the United Kingdom, the
  Company has substantial distribution capabilities in Europe.  While most
  of the Companys distributor agreements do not contain exclusivity
  provisions, management believes that approximately 65% of the Companys
  independent distributors sell the Companys products on an exclusive
  basis.  In addition to selling the Companys products to towing
  operators, the distributors provide parts and service.  The Company also
  has independent sales representatives that exclusively market the Companys
  products and provide expertise and sales assistance to distributors. 
  Management believes the strength of the Companys distribution network and
  the breadth of its product offerings are two key advantages over its
  competitors.

Product Line

The Company manufactures a broad line of wrecker, car carrier and trailer
  bodies to meet a full range of customer design, capacity and cost
  requirements. The products are marketed under the Century, Vulcan, Challenger,
  Holmes, Champion, Chevron, Eagle, Miller Industries, Jige, and Boniface brand
  names.

Wreckers.Wreckers are generally used to
  recover and tow disabled vehicles and other equipment and range in type from
  the conventional tow truck to large recovery vehicles with 70-ton lifting
  capacities.  Wreckers are available with specialized features, including
  underlifts, L-arms and scoops, which lift disabled vehicles by the tires or
  front axle to minimize front end damage to the towed vehicles.  Certain
  heavy duty wrecker models offer rotating booms, which allow heavy duty
  wreckers to recover vehicles from any angle, and proprietary remote control
  devices for operating wreckers.  In addition, certain light duty wreckers
  are equipped with the patented Express automatic wheellift hookup device
  that allow operators to engage a disabled or unattended vehicle without
  leaving the cab of the wrecker.

The Companys wreckers range in capacity from 8 to 70 tons, and are
  characterized as light duty and heavy duty, with wreckers of 16-ton or greater
  capacity being classified as heavy duty.  Light duty wreckers are used to
  remove vehicles from accident scenes and vehicles illegally parked, abandoned
  or

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disabled, and for general recovery.  Heavy duty wreckers are used in
  commercial towing and recovery applications including overturned tractor
  trailers, buses, motor homes and other vehicles.

Car Carriers.Car carriers are specialized
  flat-bed vehicles with hydraulic tilt mechanisms that enable a towing operator
  to drive or winch a vehicle onto the bed for transport.  Car carriers are
  used to transport new or disabled vehicles and other equipment and are
  particularly effective for transporting vehicles or other equipment over
  longer distances.  In addition to transporting vehicles, car carriers may
  also be used for other purposes, including transportation of industrial
  equipment. In recent years, professional towing operators have added car
  carriers to their fleets to complement their towing capabilities.

Multi-Vehicle Transport Trailers.Multi-vehicle transport
  trailers are specialized auto transport trailers with upper and lower decks
  and hydraulic ramps for loading vehicles. The trailers are used for moving
  multiple vehicles for auto auctions, car dealerships, leasing companies, and
  other similar applications. The trailers are easy to load with 6 to 7
  vehicles, and with the optional cab rack, can haul up to 8 autos.  The
  vehicles can be secured to the transport quickly with ratchet and chain
  tie-downs that are mounted throughout the frame of the transport. In recent
  years, professional towing operators have added auto transport trailers to
  their fleets to add to their towing capabilities.

Brand Names

The Company manufactures and markets its wreckers, car carriers and trailers
  under ten separate brand names.  Although certain of the brands overlap
  in terms of features, prices and distributors, each brand has its own
  distinctive image and customer base.

Century®. 
  The Century brand is the Companys top-of-the-line brand and
  represents what management believes to be the broadest product line in the
  industry.  The Century line was started in 1974 and produces wreckers
  ranging from the 8-ton light duty to the 70-ton heavy duty models and car carriers in lengths from 171⁄2 to 26 feet.  Management believes that the
  Century brand has a reputation as the industrys leading product innovator.

Vulcan®.The Companys Vulcan
  product line includes a range of premium light and heavy duty wreckers, car
  carriers and other towing and recovery equipment.  The Vulcan line is
  operated autonomously with its own independent distribution network.

Challenger®.The Companys Challenger products compete with the
  Century and Vulcan products and constitute a third premium product line. 
  Challenger products consist of light to heavy duty wreckers with capacities
  ranging from 8 to 70 tons, and car carriers with lengths ranging from 171⁄2 to
  26 feet.  The Challenger line was started in 1975 and is known for high
  performance heavy duty wreckers and aesthetic design.

Holmes®.  The
  Companys Holmes product line includes mid-priced wreckers with 8 to 16 ton
  capacities and car carriers in 171⁄2 to 21 foot lengths.  The Holmes
  wrecker was first produced in 1916. The Holmes name has been the most
  well-recognized and leading industry brand both domestically and
  internationally through most of this century.

Champion®. 
  The Champion brand, which was introduced in 1991, includes car carriers which
  range in length from 171⁄2 to 21 feet.  The Champion product line, which
  is generally lower-priced, allows the Company to offer a full line of car
  carriers at various competitive price points. In 1993, the Champion line was
  expanded to include a line of economy tow trucks with integrated boom and
  underlift.

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Chevron.  The Companys Chevron product
  line is comprised primarily of premium car carriers.  Chevron produces a
  range of premium single-car, multi-car and industrial carriers, light duty
  wreckers and other towing and recovery equipment.  The Chevron line is
  operated autonomously with its own independent distribution network that
  focuses on the salvage industry.

Eagle®.  The
  Companys Eagle products consist of light duty wreckers with the Eagle
  Claw hook-up system that allows towing operators to engage a disabled or
  unattended vehicle without leaving the cab of the tow truck.  The Eagle
  Claw hook-up system, which was patented in 1984, was originally
  developed for the repossession market.  Since acquiring Eagle, the
  Company has upgraded the quality and features of the Eagle product line and
  expanded its recovery capability.

Miller Industries. The Companys Miller Industries product line is
  comprised of premium multi-vehicle transport trailers.  Miller Industries
  trailers, which can transport up to 8 vehicles depending on configuration, are
  marketed generally under the Titan model name.

Jige.The Companys Jige product
  line is comprised of a broad line of light and heavy duty wreckers and car
  carriers marketed primarily in Europe.  Jige is a market leader best
  known for its innovative designs of car carriers and light wreckers necessary
  to operate within the narrow confines of European cities.

Boniface.  The Companys Boniface
  product line is comprised primarily of heavy duty wreckers marketed primarily
  in Europe.  Boniface produces a wide range of heavy duty wreckers
  specializing in the long underlift technology required to tow modern European
  tour buses.

The Companys Holmes and Century brand names are associated with four of the
  major innovations in the industry: the rapid reverse winch, the tow sling, the
  hydraulic lifting mechanism, and the underlift with parallel linkage and
  L-arms.  The Companys engineering staff, in consultation with
  manufacturing personnel, uses computer-aided design and stress analysis
  systems to test new product designs and to integrate various product
  improvements. In addition to offering product innovations, the Company focuses
  on developing or licensing new technology for its products.

Manufacturing Process

The Company manufactures wreckers, car carriers and trailers at six
  manufacturing facilities located in the United States, France and
  England.  The manufacturing process for the Companys products consists
  primarily of cutting and bending sheet steel or aluminum into parts that are
  welded together to form the wrecker, car carrier body or trailer. 
  Components such as hydraulic cylinders, winches, valves and pumps, which are
  purchased by the Company from third-party suppliers, are then attached to the
  frame to form the completed wrecker or car carrier body.  The completed
  body is either installed by the Company or shipped by common carrier to a
  distributor where it is then installed on a truck chassis.  Generally,
  the wrecker or car carrier bodies are painted by the Company with a primer
  coat only, so that towing operators can select customized colors to coordinate
  with chassis colors or fleet colors.  To the extent final painting is
  required before delivery, the Company contracts with independent paint shops
  for such services.

The Company purchases raw materials and component parts from a number of
  sources.  Although the Company has no long-term supply contracts,
  management believes the Company has good relationships with its primary
  suppliers.  The Company has experienced no significant problems in
  obtaining adequate supplies of raw materials and component parts to meet the
  requirements of its production schedules.  Management believes that the
  materials used in the production of the Companys products are available at
  competitive prices from an adequate number of alternative suppliers.

8

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Accordingly, management does not believe that the loss of a single supplier
  would have a material adverse effect on the Companys business.

Towing and Recovery Equipment Sales and Distribution

The Companys distribution group owns nine towing and recovery equipment
  distributors located in California, Colorado, Florida, Illinois, Indiana and
  Missouri and in British Columbia and Ontario, Canada.  The owned
  distributors market the Companys products as well as other specialty
  transportation equipment, and the Company intends to expand the number and
  types of products distributed through its distributors.  The Company does
  not currently intend to purchase any additional distributors.  The
  Company-owned distributors generally do not compete in the same geographic
  markets as the Companys independent distributors.

Management categorizes the towing and recovery market into three general
  product types: light duty wreckers, heavy duty wreckers and car
  carriers.  The light duty wrecker market consists primarily of
  professional wrecker operators, repossession towing services, municipal and
  federal governmental agencies, and repair shop or salvage company
  owners.  The heavy duty market is dominated by professional wrecker
  operators serving the needs of commercial vehicle operators.  The car
  carrier market, historically dominated by automobile salvage companies, has
  expanded to include equipment rental companies that offer delivery service and
  professional towing operators who desire to complement their existing towing
  capabilities.  Management estimates that there are approximately 30,000
  professional towing operators and 80,000 service station, repair shop and
  salvage operators comprising the overall towing and recovery market.

The Companys sales force, which services the Companys distribution
  network, consists of sales representatives whose responsibilities include
  providing administrative and sales support to the entire distributor
  base.  Sales representatives receive commissions on direct sales based on
  product type and brand and generally are assigned specific territories in
  which to promote sales of the Companys products and to maintain customer
  relationships.

The Company has developed a diverse customer base consisting of approximately
  175 distributors in North America, who serve all 50 states, Canada and Mexico,
  and approximately 50 distributors that serve other foreign markets. During the
  eight months ended December 31, 2001, no single distributor accounted for more
  than 5% of the Companys sales.  Management believes the Companys
  broad and diverse customer base provides it with the flexibility to adapt to
  market changes, lessens its dependence on particular distributors and reduces
  the impact of regional economic factors.

To support sales and marketing efforts, the Company produces demonstrator
  models that are used by the Companys sales representatives and
  distributors. To increase exposure to its products, the Company also has
  served as the official recovery team for many automobile racing events,
  including the Daytona, Talladega, Atlanta and Darlington NASCAR races, the
  Grand Prix in Miami, the Suzuka in Japan, the IMSA 24 Hours at Daytona,
  Molson Indy, the Brickyard, and the Indy 500 races, among others.

The Company routinely responds to requests for proposals or bid invitations in
  consultation with its local distributors.  The Companys products have
  been selected by the United States General Services Administration as an
  approved source for certain federal and defense agencies.  The Company
  intends to continue to pursue government contracting opportunities.

The towing and recovery equipment industry places heavy marketing emphasis on
  product exhibitions at national and regional trade shows. In order to focus
  its marketing efforts and to control

9

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marketing costs, the Company has reduced
  its participation in regional trade shows and now concentrates its efforts on
  five of the major trade shows each year.  The Company works with its
  distributor network to concentrate on various regional shows.

Product Warranties and Insurance

The Company offers a 12-month limited manufacturers product and service
  warranty on its wrecker and car carrier products.  The Companys
  warranty generally provides for repair or replacement of failed parts or
  components.  Warranty service is usually performed by the Company or an
  authorized distributor.  Management believes that the Company maintains
  adequate general liability and product liability insurance.

Backlog

The Company produces virtually all of its products to order.  The Companys
  backlog is based upon customer purchase orders that the Company believes are
  firm.  The level of backlog at any particular time, however, is not an
  appropriate indicator of the future operating performance of the
  Company.  Certain purchase orders are subject to cancellation by the
  customer upon notification.  Given the Companys production and
  delivery schedules management believes that the current backlog represents
  less than three months of production.

Competition

The towing and recovery equipment manufacturing industry is highly competitive
  for sales to distributors and towing operators.  Management believes that
  competition in the towing and recovery equipment industry is a function of
  product quality and innovation, reputation, technology, customer service,
  product availability and price.  The Company competes on the basis of
  each of these criteria, with an emphasis on product quality and innovation and
  customer service.  Management also believes that a manufacturers
  relationship with distributors is a key component of success in the
  industry.  Accordingly, the Company has invested substantial resources
  and management time in building and maintaining strong relationships with
  distributors.  Management also believes that the Companys products are
  regarded as high quality within their particular price points.  The
  Companys marketing strategy is to continue to compete primarily on the
  basis of quality and reputation rather than solely on the basis of price, and
  to continue to target the growing group of professional towing operators who
  as end-users recognize the quality of the Companys products.

Traditionally, the capital requirements for entry into the towing and recovery
  manufacturing industry have been relatively low.  Management believes a
  manufacturers capital resources and access to technological improvements
  have become a more integral component of success in recent years. 
  Accordingly, management believes that the Companys ownership of patents on
  certain of the industrys leading technologies has given it a competitive
  advantage.  Certain of the Companys competitors may have greater
  financial and other resources and may provide more attractive dealer and
  retail customer financing alternatives than the Company.

Employees

At December 31, 2001, the Company employed approximately 1,075 people in its
  towing and recovery equipment manufacturing and distribution operations. 
  None of the Companys employees is covered by a collective bargaining
  agreement, though its employees in France and England have certain similar
  rights provided by their respective governments employment
  regulations.  The United Auto Workers Union filed a representation
  petition with the National Labor Relations Board for the employees

10

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at the
  Companys Ooltewah, Tennessee plant.  A vote
  on such representation will take place in April 2002.  The Company
  considers its employee relations to be good.

TOWING SERVICES - ROADONE

In February 1997, the Company formed its towing services division, RoadOne, to
  build a national towing service network.  RoadOne has become a leading
  towing service company with operations at over 150 locations in 23
  states.  RoadOnes corporate offices are located in Ooltewah,
  Tennessee.

During April 2000, the Company announced plans to accelerate its efforts to
  aggressively reduce expenses in the towing services segment at the corporate
  level, as well as in the field.  Since that time, the Company has
  disposed of assets and closed terminals in 15 underperforming markets. 
  The Company continues to investigate all financial alternatives with respect
  to the overall towing services segment in order to enhance shareholder
  value.

Services Provided

Services provided by RoadOne include towing and recovery and specialized
  transportation services.  RoadOnes towing and recovery services
  primarily involve providing road-side assistance to disabled vehicles which
  allows such vehicles to proceed under their own power, or towing disabled or
  abandoned vehicles to a location designated by the customer.  RoadOne
  derives revenue from towing and recovery services based on distance, time or
  fixed charges and from storage services based on daily fees.  These
  services are primarily provided to commercial entities, such as fleet
  operators, automobile dealers, repair shops, automobile leasing companies, and
  automobile auction companies; public entities such as municipalities, police,
  sheriff and highway patrol departments, colleges and universities, and
  toll-road departments; motor clubs; and individual motorists.  RoadOne
  conducts lien and salvage sales of certain vehicles in conjunction with its
  towing and recovery services.  RoadOne also provides limited
  environmental clean-up services in some areas.

RoadOnes specialized transportation services primarily involve transporting
  new and used vehicles, construction equipment and industrial equipment. 
  RoadOne derives revenue from transport services based on distance, time or
  fixed charges.  These services are primarily provided to automobile
  leasing companies, automobile auction companies, automobile dealers, fleet
  operators, construction companies, and industrial manufacturers.

Towing, Recovery and Road Services

Commercial.  RoadOne provides commercial road services to a broad
  range of commercial customers, including automobile dealers and repair
  shops.  RoadOne typically charges a flat fee and a mileage premium for
  these towing services.  Commercial road services also include towing and
  recovery of heavy-duty trucks, recreational vehicles, buses and other large
  vehicles, typically for commercial fleet operators.  RoadOne charges an
  hourly rate based on the towing vehicle used for these specialized
  services.  RoadOne also provides private impound towing services to
  commercial customers, such as shopping centers, retailers and hotels, which
  engage RoadOne to tow vehicles that are parked illegally on their property.

Municipal.  RoadOne also provides towing and recovery services to
  public entities such as municipalities and police, sheriff and highway patrol
  departments.  In a limited number of markets, RoadOne provides municipal
  freeway towing service to local transit districts and other transportation
  agencies through patrolling a preset route on heavily-used freeways and towing
  or otherwise assisting

11

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disabled vehicles.  These services are in some
  cases provided under contracts, typically for terms of five years or less,
  that are terminable for material breach and are typically subject to
  competitive bidding upon expiration.  In other cases, RoadOne provides
  these services without a long-term contract.  Whether pursuant to a
  contract or an ongoing relationship, these services are generally provided by
  RoadOne for a designated geographic area, or shared with one or more other
  companies on a rotation basis.

Motor Club.  RoadOne provides towing and recovery services under
  contract to national motor clubs for the disabled vehicles of their
  members.  Roadside assistance is provided and, if necessary, vehicles are
  towed to repair facilities for a flat fee paid by either the individual
  motorist or the motor club.

Consumer Towing and Recovery.  RoadOne provides towing and
  recovery services to individual motorists for their disabled vehicles. 
  Roadside assistance is provided and, if necessary, vehicles are towed to
  repair facilities for a flat fee paid by the individual motorist.

Lien and Salvage Sales.In conjunction with providing towing and
  recovery services, vehicles may be towed to a Company facility where the
  vehicle is impounded and placed in storage.  Such a vehicle will remain
  in storage until its owner pays the towing fee, which is typically based on an
  hourly charge, and any daily storage fees to the Company, as well as any fines
  due to law enforcement agencies.  If the vehicle is not claimed within a
  period prescribed by law (typically between 30 and 90 days), RoadOne may
  complete lien proceedings and sell the vehicle at auction or to a scrap metal
  facility, depending on the value of the vehicle.

Specialized Transportation

Construction Equipment.  RoadOne provides construction equipment
  transport services to construction companies, contractors, municipalities and
  equipment leasing companies for mobile cargo such as cranes, bulldozers,
  forklifts and other heavy construction equipment.  Service fees are based
  on the vehicle used and the distance traveled.

Industrial Equipment. RoadOne provides industrial equipment
  transport services to manufacturing companies, construction companies,
  contractors, municipalities and equipment leasing companies for immobile cargo
  such as engines, industrial generators and heavy construction materials. 
  Service fees may be based on the vehicle used and the distance traveled or may
  be determined using an hourly rate based on the towing vehicle used for these
  specialized services.

New and Used Automobile.  RoadOne provides automobile transport
  services to leasing companies, automobile dealers, automobile auction
  companies, long-distance transporters, brokers and individuals.  Services
  typically are provided as needed by particular customers and charged according
  to pre-set rates based on mileage.  RoadOne provides transport services
  for dealers with used cars coming off lease and who transfer new cars from one
  region to another based on demand.  The Company also provides local
  collection and delivery support to long-haul automobile transporters.

Dispatch Systems

RoadOne currently dispatches its towing and recovery and specialized
  transportation services via existing local dispatch systems operated by its
  individual subsidiaries.  Some of these subsidiaries utilize computerized
  positioning systems which identify and track vehicle location and status in a
  localized area.  RoadOne intends to continue to use these existing
  dispatch systems, while developing and implementing a national computerized
  dispatch system that will more efficiently support its national, regional and
  local customers in allocating and utilizing assets on every level.

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Affiliate Program

In order to offer a nationwide towing service, the Company has established an
  affiliate program under which independent professional towers who meet the
  Companys criteria provide towing services under the RoadOne name as affiliates. 
  RoadOne affiliated companies offered many of the benefits of owned companies,
  such as product rebates, lower costs for financing, quantity buying
  advantages, national marketing strength and driver training.  As of March
  15, 2002, the Company had over 2,700 signed agreements with RoadOne affiliates
  in all 50 states, Puerto Rico and six provinces in Canada.

Competition

Historically, the towing service industry has been highly fragmented, with an
  estimated 30,000 professional towing operators in the United States.  The
  Company believes that having towing service operations in many locations will
  foster brand loyalty among towing service customers through an emphasis on
  consistently high quality and dependable service from multiple locations over
  a broad geographic area.  The Company expects to market these services to
  organizations with widely dispersed fleets of vehicles that would benefit from
  a single source provider.  However, the size of the towing service
  industry will mean that the Companys operations will face continued
  competition from many operators across the country.  These operators
  could be consolidated by other companies, individuals or entities, or they
  could enter into affiliate relationships with other companies.  In
  addition, the Companys presence in the towing service industry presents the
  risk that it could be viewed as being in competition with other customers of
  the Company.

Employees

At December 31, 2001, the Company employed approximately 1,954 people at
  RoadOne.  None of the Companys RoadOne employees are covered by a
  collective bargaining agreement.  The Company considers its employee
  relations to be good.

PATENTS AND TRADEMARKS

The development of the underlift parallel linkage and L-arms in 1982 is
  considered one of the most innovative developments in the wrecker industry in
  the last 25 years.  This technology is significant primarily because it
  allows the damage-free towing of newer aerodynamic vehicles made of lighter
  weight materials.  Patents for this technology were granted to an
  operating subsidiary of the Company in 1987 and 1989.  These patents
  expire in mid-year 2004.  This technology, particularly the L-arms, is
  used in a majority of the commercial wreckers today.  Management believes
  that utilization of such devices without a license is an infringement of the
  Companys patents.  The Company has successfully litigated infringement
  lawsuits in which the validity of the Companys patents on this technology
  was upheld, and successfully settled other lawsuits.  The Company also
  holds a number of other utility and design patents covering other products,
  the Vulcan scoop wheel-retainer and the car carrier anti-tilt
  device.  The Company has also obtained the rights to use and develop
  certain technologies owned or patented by others.  Pursuant to the terms
  of a consent judgment entered into in 2000 with the Antitrust Division of the
  U.S. Department of Justice, the Company is required to offer non-exclusive
  royalty-bearing licenses to certain of the Companys key patents to all tow
  truck and car carrier manufacturers.

The Companys trademarks Century, Holmes, Champion,
  Challenger, Formula I, Eagle Claw Self-Loading
  Wheellift, Pro Star, Street Runner, Vulcan,
  and RoadOne, among others, are registered with the United States
  Patent and Trademark Office.  Management believes that the Companys
  trademarks are well-recognized by dealers, distributors and end-users in their
  respective markets and are associated with a high level of quality and
  value.

13

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GOVERNMENT REGULATIONS AND
  ENVIRONMENTAL MATTERS

The Companys operations are subject to federal, state and local laws and
  regulations relating to the generation, storage, handling, emission,
  transportation and discharge of materials into theenvironment. 
  Management believes that the Company is in substantial compliance with all
  applicable federal, state and local provisions relating to the protection of
  the environment.  The costs of complying with environmental protection
  laws and regulations has not had a material adverse impact on the Companys
  financial condition or results of operations in the past and is not expected
  to have a material adverse impact in the future.

The Company is also subject to the Magnuson-Moss Warranty Federal Trade
  Commission Improvement Act which regulates the description of warranties on
  products.  The description and substance of the Companys warranties
  are also subject to a variety of federal and state laws and regulations
  applicable to the manufacturing of vehicle components.  Management
  believes that continued compliance with various government regulations will
  not materially affect the operations of the Company.

The Financial Services Group is subject to regulation under various federal,
  state and local laws which limit the interest rates, fees and other charges
  that may be charged by it or prescribe certain other terms of the financing
  documents that it enters into with its customers.  Management believes
  that the additional administrative costs of complying with these regulations
  will not materially affect the operations of the Company.

EXECUTIVE OFFICERS OF THE
  REGISTRANT

|Name                                                | Age | Position
          with the Company                                                                   
|--------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------
|                                                    |     |                                                                                                       
|William G.
        Miller.......................... | 55  | Chairman of the Board                                                                                 
|Jeffrey I.
        Badgley........................  | 50  | President, Chief Executive
        Officer and Director                                               
|Frank
        Madonia.............................  | 53  | Executive Vice President,
        Secretary and General Counsel                                       
|J. Vincent
        Mish............................ | 51  | Vice President, Chief Financial
        Officer and President of
             Financial Services Group

William G. Millerhas served as Chairman of the
  Board since April 1994.  In January 2002, Mr. Miller became the Chief
  Executive Officer of Team Sports Entertainment, Inc., an OTC Bulletin Board
  company engaged in the business of sports and entertainment marketing and
  management, as well as Team Sports Entertainments subsidiary, Team Racing
  Auto Circuit.  Mr. Miller served as Chief Executive Officer of the
  Company from April 1994 to June 1997, as Co-Chief Executive Officer of the
  Company from June 1997 to November 1997, and as President of the Company from
  April 1994 to June 1996.  He served as Chairman of Miller Group, Inc.,
  from August 1990 through May 1994, as its President from August 1990 to March
  1993, and as its Chief Executive Officer from March 1993 until May 1994. 
  Prior to 1987, Mr. Miller served in various management positions for Bendix
  Corporation, Neptune International Corporation, Wheelabrator-Frye Inc. and The
  Signal Companies, Inc.

Jeffrey I. Badgleyhas served as Chief Executive
  Officer of the Company since November 1997, as President since June 1996, and
  as a director since January 1996.  Mr. Badgley served as Co-Chief
  Executive Officer of the Company from June 1997 to November 1997, as Chief
  Operating Officer of the Company from June 1996 to June 1997 and as
  Vice-President of the Company from April 1994 to June 1996.  In addition,
  Mr. Badgley serves as President of Miller Industries Towing Equipment
  Inc.  Mr. Badgley served as Vice President - Sales of Miller Industries
  Towing Equipment Inc. from 1988 to 1996.

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Mr. Badgley served as Vice
  President - Sales and Marketing of Challenger Wrecker Mfg., Inc., from 1982
  until joining Miller Industries Towing Equipment Inc.

Frank Madoniahas served as
  Executive Vice President, General Counsel and Secretary of the Company since
  September 1998.  From April 1994 to September 1998 Mr. Madonia served as
  Vice President, General Counsel and Secretary of the Company.  Mr.
  Madonia served as Secretary and General Counsel to Miller Industries Towing
  Equipment Inc. since its acquisition by Miller Group in 1990.  From July
  1987 through April 1994, Mr. Madonia served as Vice President, General Counsel
  and Secretary of Flow Measurement.  Prior to 1987, Mr. Madonia served in
  various legal and management positions for United States Steel Corporation,
  Neptune International Corporation, Wheelabrator-Frye Inc., The Signal
  Companies, Inc. and Allied-Signal Inc.  In addition, Mr. Madonia is
  registered to practice before the United States Patent and Trademark Office.

J. Vincent Mishis a certified public accountant
  and has served as Chief Financial Officer and Treasurer of the Company since
  June 1999, a position he also held from April 1994 through September
  1996.  He also has served as President of the Financial Services Group
  since September 1996 and as a Vice President of the Company since April
  1994.  Mr. Mish served as Vice President and Treasurer of  Miller
  Industries Towing Equipment Inc. since its acquisition by Miller Group in
  1990.  From February 1987 through April 1994, Mr. Mish served as Vice
  President and Treasurer of Flow Measurement.  Mr. Mish worked with Touche
  Ross & Company (now Deloitte and Touche) for over ten years before serving
  as Treasurer and Chief Financial Officer of DNE Corporation from 1982 to
  1987.  Mr. Mish is a member of the American Institute of Certified Public
  Accountants and the Tennessee and Michigan Certified Public Accountant
  societies.

ITEM
  2.          PROPERTIES

The Company operates four manufacturing facilities in the United States. 
  The facilities are located in (i) Ooltewah, Tennessee, (ii) Hermitage,
  Pennsylvania, (iii) Mercer, Pennsylvania, and (iv) Greeneville,
  Tennessee.  The Ooltewah plant, containing approximately 242,000 square
  feet, produces light and heavy duty wreckers; the Hermitage plant, containing
  approximately 95,000 square feet, produces car carriers; the Mercer plant,
  which was acquired in December 1997, contains approximately 110,000 square
  feet, produces car carriers and light duty wreckers; and the Greeneville
  plant, containing approximately 112,000 square feet, primarily produces car
  carriers and trailers.

The Company operates two foreign manufacturing facilities located in the
  Lorraine region of France, which contain, in the aggregate, approximately
  180,000 square feet, and one in Norfolk, England, which contains approximately
  30,000 square feet.

Management believes that its existing manufacturing facilities will allow the
  Company to meet anticipated demand for its products.

In connection with its towing service companies, the Company has acquired or
  entered into leases for property at over 150 locations in 23 states. 
  These facilities are utilized as offices for administrative and dispatch
  operations, garages for repair and upkeep of towing vehicles, and lots for
  storage and impounding of towed cars.  RoadOnes corporate offices are
  housed in the manufacturing plant in Ooltewah, Tennessee.

ITEM 3.LEGAL PROCEEDINGS

The Company is, from time to time, a party to litigation arising in the normal
  course of its business.  Management believes that the Company maintains
  adequate insurance coverage and as a result,

15

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none of these actions,
  individually or in the aggregate, are expected to have a material adverse
  effect on the financial position or results of operations of the Company.

ITEM
  4.         SUBMISSION OF MATTERS
  TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders of the Registrant
  during the last three months of the period covered by this Transition Report.

16

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PART II

ITEM
  5.MARKET FOR REGISTRANTS
  COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS

The Registrants Common Stock is traded on the New York Stock Exchange (NYSE)
  under the symbol MLR.  The following table sets forth the quarterly
  range of high and low sales prices for the Common Stock for the period from
  May 1, 1999 through December 31, 2001, adjusted for the one-for-five reverse
  stock split that was effected October 1, 2001.

|                                              | High             | Low             
|--------------------------------------------- | ---------------- | ----------------
|Fiscal Year Ended April 30,
        2000      |                  |                 
|First Quarter                                 | $ 29.38          | $ 13.75         
|Second Quarter                                | $ 16.25          | $ 10.31         
|Third Quarter                                 | $ 18.75          | $  
        8.75
|Fourth Quarter                                | $ 25.63          | $ 14.38         
|                                              |                  |                 
|Fiscal Year Ended April 30,
        2001      |                  |                 
|First Quarter                                 | $ 19.38          | $  
        6.25
|Second Quarter                                | $ 10.00          | $  
        4.38
|Third Quarter                                 | $  
        8.75 | $  
        2.19
|Fourth Quarter                                | $  
        7.50 | $  
        3.50
|                                              |                  |                 
|Eight Months Ended December
        31, 2001  |                  |                 
|May 1, 2001 to July 31,
        2001          | $  
        5.60 | $  
        3.10
|August 1, 2001 to
        October 31, 2001    | $  
        7.05 | $  
        2.45
|November 1, 2001 to
        December 31, 2001 | $  
        3.35 | $  
        2.10

The approximate number of holders of record and beneficial owners of Common
  Stock as of March 15, 2002 was 1,856 and 10,000, respectively.

The Company has never declared cash dividends on the Common Stock.  The
  Company intends to retain its earnings to finance the expansion of its
  business and does 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, the Companys
  financial condition, restrictions in financing agreements and other factors
  deemed relevant by the Board of Directors.  The payment of dividends by
  the Company is restricted by its revolving credit facility.

ITEM 6.SELECTED FINANCIAL DATA

The following table sets forth the selected consolidated financial data of the
  Company, which should be read in conjunction with Managements Discussion
  and Analysis of Financial Condition and Results of Operations and with the
  Companys Consolidated Financial Statements and Notes thereto.  The
  selected consolidated financial data for the years ended April 30, 1997, 1998,
  1999, 2000 and 2001 have been derived from the consolidated financial
  statements of the Company audited by Arthur Andersen LLP, independent public
  accountants and the selected consolidated financial data for the eight months
  from May 1, 2001 to December 31, 2001 have been derived from the consolidated
  financial statements of the Company audited by PricewaterhouseCoopers LLP,
  independent accountants

17

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MILLER INDUSTRIES,
  INC. AND SUBSIDIARIES

SELECTED FINANCIAL
  DATA

Eight
          Months
        Years
          Ended April 30,Ended          December 31, 2001
        2001
        
        2000
        
        1999
        
        1998
        
        1997(In
          thousands, except per share data)Statements
          of Operations Data:Net sales:Towing and
          recovery equipment
        $       
          203,000
        $    313,207
        
        $   374,187
        
        $
              342,651
        
        $   
          282,541
        
        $    
          255,039Towing services
        100,953
        182,255
        
        207,942
        
        183,544
        
        114,972
        
        37,417303,953
        495,462
        
        582,129
        
        526,195
        
        397,513
        
        292,456Costs and
          expenses:Costs of
          operations:Towing and
          recovery equipment
        178,251
        273,093
        
        322,888
        
        296,669
        
        237,487
        
        211,704Towing services
        84,102
        149,851
        
        167,098
        
        139,022
        
        81,966
        
        26,921262,353
        422,944
        
        489,986
        
        435,691
        
        319,453
        
        238,625Selling,
          general and administrative expenses
        37,348
        65,392
        
        81,669
        
        75,081
        
        49,410
        
        30,192Special charges
          and other operating expenses,
             net (1)
        16,672
        
        
        82,896
        
        
        
        4,100
        
        Interest
          expense, net
        7,324
        16,734
        
        14,029
        
        10,945
        
        3,699
        
        682Total costs and
          expenses:
        323,697
        505,070
        
        668,580
        
        521,717
        
        376,662
        
        269,499Income (loss)
          before income taxes
        (19,744)
        (9,608)
        
        (86,451)
        
        4,478
        
        20,851
        
        22,957Income tax provision/(benefit)
        1,843
        (3,174)
        
        (13,308)
        
        2,272
        
        8,186
        
        8,436Net income
          (loss)
        $      
          (21,587)
        $      (6,434)
        
        $  (73,143)
        
        $
               2,206
        
        $     
          12,665
        
        $      
          14,521Basic net
          income (loss) per common share (2):
        $          
          (2.31)
        $        (0.69)
        
        $      (7.83)
        
        $        0.24
        
        $          1.42
        
        $          
          1.84Weighted
          average common shares outstanding
        9,341
        9,341
        
        9,339
        
        9,267
        
        8,912
        
        7,913Diluted net
          income (loss) per common share (2):
        $          
          (2.31)
        $        (0.69)
        
        $     (7.83)
        
        $        0.23
        
        $          1.37
        
        $           1.75Weighted
          average common & potential dilutive
             shares outstanding
        9,341
        9,341
        
        9,339
        
        9,457
        
        9,240
        
        8,291Balance
          Sheet Data (at period end):Working capital
        $        
          87,601
        $      
          91,314
        
        $
          103,801
        
        $  121,449
        
        $   
          104,774
        
        $      
          61,980Total assets
        252,963
        281,287
        
        323,694
        
        392,480
        
        329,730
        
        215,297Long-term
          obligations, less current portion
        91,562
        99,121
        
        119,319
        
        133,850
        
        95,778
        
        11,282Common
          shareholders equity
        84,843
        106,533
        
        113,821
        
        187,303
        
        180,236
        
        138,783(1)Special charges and other net
          operating expenses include
          asset impairment charges of $16,672 for the eight months ended
          December 31, 2001, asset impairment  charges of $76,855 and costs
          for the rationalization of the towing services segment of $6,041 in
          fiscal 2000, and special charges of $4,100 in fiscal 1998 for the closure of a
          facility and consolidation of manufacturing operations in the towing
          and recovery equipment segment.
          (2)  
            Basic and diluted net income per common share and the weighted average
          number of common and potential dilutive common shares outstanding are
          computed after giving retroactive effect to the 2-for-1 stock split
          effected on September 30, 1996, the 3-for-2 stock split effected on
          December 30, 1996, and the 1-for-5 reverse stock split effected on
          October 1, 2001.


18

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ITEM
  7.MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
  RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition
  of the Company should be read in conjunction with the Consolidated Financial
  Statements and Notes thereto.

GENERAL

The consolidated financial statements are prepared in accordance with
  accounting principles generally accepted in the United States of America,
  which require the Company to make estimates.  Certain accounting policies
  are deemed critical, as they require managements highest degree of
  judgment, estimates and assumptions.  A discussion of critical accounting
  policies, the judgments and uncertainties affecting their application and the
  likelihood that materially different amounts would be reported under different
  conditions or using different assumptions follows:

Accounts receivable.The Company extends credit to customers in the
  normal course of business.  Collections from customers are continuously
  monitored and an allowance for doubtful accounts is maintained based on
  historical experience and any specific customer collection issues.  While
  such bad debt expenses have historically been within expectations and the
  allowance established, there can be no assurance that the Company will
  continue to experience the same credit loss rates as in the past.

Valuation of long-lived assets and goodwill.Long-lived assets and
  goodwill are reviewed for impairment whenever events or circumstances indicate
  that the carrying amount of these assets may not be fully recoverable.  When
  a determination has been made that the carrying amount of long-lived assets
  and goodwill may not be fully recovered, the amount of impairment is measured
  by comparing an assets estimated fair value to its carrying value. 
  The determination of fair value is based on projected future cash flows
  discounted at a rate determined by management, or if available independent
  appraisals or sales price negotiations.  The estimation of fair value
  includes significant judgment regarding assumptions of revenue, operating
  costs, interest rates, property and equipment additions; and industry
  competition and general economic and business conditions among other factors.

Upon
  adoption of Financial Accounting Standard No. 142, Goodwill and Other
  Intangible Assetson January 1, 2002, the Company ceased to amortize
  goodwill.  In lieu of amortization, the Company is required to perform an
  initial impairment review of goodwill in 2002 and an annual impairment review
  thereafter.

If there
  is a material change in the assumptions used in our determination of fair
  value or if there is a material change in the conditions or circumstances
  influencing fair value, the Company could be required to recognize a material
  impairment charge.

Income taxes.The Company recognizes deferred tax assets and
  liabilities based on differences between the financial statement carrying
  amounts and the tax bases of assets and liabilities.  The Company
  considers the need to record a valuation allowance to reduce deferred tax
  assets to the amount that is more likely than not to be realized.  The
  Company considers tax loss carrybacks, reversal of deferred tax liabilities,
  tax planning and estimates of future taxable income in assessing the need for
  a valuation allowance.  The Company established a deferred tax valuation
allowance of $7.1 million as of December 31, 2001.  The allowance reflects
the Companys recognition that continuing losses from operations and
certain liquidity matters associated with the Companys credit facility
indicate that it is more likely than not that certain future tax benefits will
not be realized as a result of future taxable income.

19

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Revenues.  Under
  the Companys accounting policies, sales are recorded when equipment is
  shipped to independent distributors or other customers.  While the
  Company manufactures only the bodies of wreckers, which are installed on truck
  chassis manufactured by third parties, the Company sometimes purchases the
  truck chassis for resale to its customers.  Sales of Company-purchased
  truck chassis are included in net sales.  Margins are substantially lower
  on completed recovery vehicles containing Company-purchased chassis because
  the markup over the cost of the chassis is nominal.  Revenue from Company
  owned distributors is recorded at the time equipment is shipped to customers
  or services are rendered.  The towing services division recognizes
  revenue at the time services are performed.  For more information
  concerning the Companys accounting policies, see Note 2 to the Consolidated
  Financial Statements.

Seasonality.  The
  Companys net sales have historically been lower in the three month period
  ended July 31st when compared to prior quarters due in part to
  decisions by purchasers of light duty wreckers to defer wrecker purchases near
  the end of the chassis model year.  The Companys net sales have
  historically been relatively stronger in the three month period ended April 30th
  due in part to sales made at the largest towing and recovery equipment trade
  show.

Change in Fiscal Year.  On
  September 25, 2001, the Company announced that its Board of Directors had
  approved a change in the Companys fiscal year, from April 30 to December
  31, effective December 31, 2001.  The change to a December 31 fiscal year
  will enable the Company to report results on a conventional calendar basis
  beginning in 2002.  As a result of the change in fiscal year, the Company
  has filed a transition report for the eight-month period ended December 31,
  2001, and the comparative data below compares the financial results for that
  period against the results for the fiscal year ended April 30, 2001.  The
  periods are not directly comparable, in that they relate to periods of
  materially different lengths, and also that the transition period does not
  include results from the three months ended April 30, a fiscal quarter in
  which the Companys sales have traditionally been seasonally higher than
  other quarters.









20

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RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the components of
  the consolidated statements of operations expressed as a percentage of net
  sales.

|                                                                      |                            | Years Ended
        April 30,
|--------------------------------------------------------------------- | -------------------------- | -----------------------------
|                                                                      | Eight Months
        Ended |                              
|                                                                      | December
        31, 2001  | 2001                         
|                                                                      |                            |                              
|Towing and Recovery
        Equipment Segment                         |                            |                              
|Net Sales                                                             | 100.0%                     | 100.0%                       
|Costs and expenses:                                                   |                            |                              
|Costs of
        operations                                           | 87.9%                      | 87.2%                        
|Selling, general and
        administrative                           | 9.0%                       | 9.3%                         
|Special
        charges and other operating expenses,
            net | 1.6%                       | 0.0%                         
|Interest expense,
        net                                         | 1.9%                       | 3.0%                         
|                                                                      |                           
|Total costs and expenses                                              | 100.4%                     | 99.5%                        
|                                                                      |                           
|Income before income taxes                                            | (0.4%)                     | 0.5%                         
|                                                                      |                           
|Towing Services Segment                                               |                            |                              
|Net sales                                                             | 100.0%                     | 100.0%                       
|Costs and expenses:                                                   |                            |                              
|Costs of
        operations                                           | 83.3%                      | 82.3%                        
|Selling, general and
        administrative                           | 18.8%                      | 19.9%                        
|Special
        charges and other operating expenses,
           net  | 13.3%                      | 0.0%                         
|Interest expense,
        net                                         | 3.4%                       | 4.1%                         
|                                                                      |                           
|Total costs and expenses                                              | 118.8%                     | 106.3%                       
|                                                                      |                           
|Income (loss) before income
        taxes                             | (18.8%)                    | (6.3%)                       
|                                                                      |                           

Eight Months Ended December 31, 2001 Compared to Year Ended April 30, 2001

Net sales for the eight months ended
  December 31, 2001 were $304.0 compared to $495.5 for the twelve months ended
  April 30, 2001.  Net sales at December 31, 2001 include only eight months
  activity, accounting for a substantial portion of the decrease.  Net
  sales in the towing and recovery equipment segment
  were $203.0 for the eight month period ended December 31, 2001 compared to
  $313.2 for the twelve months ended April 30, 2001.  The Company has
  experienced generally stable order rates for towing and recovery equipment in
  the face of continued challenging business conditions.  Demand for the
  Companys towing and recovery equipment continues to be negatively impacted
  by cost pressures facing its customers.  For the eight months ended
  December 31, 2001, net sales in the towing services segment were $ 101.0
  compared to $182.3 for the fiscal year ended April 30, 2001.  Revenues in
  the towing services segment were negatively impacted during the eight months
  ended December 31, 2001 due to unseasonably mild temperatures, the impact on
  the overall transportation industry following the events of September 11th,
  and the sale of several towing services markets as part of the Companys
  continued efforts to eliminate underperforming terminals.

Cost of operations for the Company as
  a percentage of net sales increased to 86.3% for the eight months ended
  December 31, 2001 compared to 85.4% for the year ended April 30, 2001. 
  In the towing and recovery equipment segment, cost of operations increased
  slightly from 87.2% to 87.9% as a percentage of net sales primarily due to
  declines in overall sales volume as discussed above.  Cost of operations
  in the towing services segment increased as a percentage of net sales to 83.3%
  for the eight



21

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months ended December 31, 2001 from 82.3% for the year ended
  April 30, 2001 primarily due to declines in revenue of certain underperforming
  markets.

Selling, general, and administrative
  expenses decreased 0.9% as a percentage of net sales from 13.2% for the year
  ended April 30, 2001 to 12.3% for the eight months ended December 31,
  2001.  In the towing and recovery equipment segment, selling, general,
  and administrative expenses as a percentage of net sales were 9.0% for the
  eight months ended December 31, 2001 and 9.3% for the year ended April 30,
  2001.  In the towing services segment, selling, general, and
  administrative expenses decreased as a percentage of net sales from April 30,
  2001 to December 31, 2001 from 19.9% to 18.8%.  The Company-wide decrease
  in selling, general, as a percentage of sales, is a result of the Companys
  continued focus on cost reduction efforts implemented in prior fiscal years.

The Company periodically reviews the
  carrying value of goodwill and long-lived assets in both the towing services
  and towing and recovery equipment businesses to determine if those assets may
  be recoverable based upon the future operating cash flows expected to be
  generated by those assets.  During the eight months ended December 31,
  2001, the Company continued to evaluate its strategic alternatives for its
  towing services segment, including the disposal of operations in certain
  markets, as well as certain other long-lived assets.  This evaluation
  indicated that projected cash flows from certain towing services markets were
  not sufficient to fully recover the carrying value of its goodwill and other
  long-lived assets.  Accordingly, the Company recorded non-cash impairment
  charges of $13.4 million in its towing services segment. Based on similar
  evaluations of future operating cash flows, the Company recorded additional
  non-cash impairment charges of $3.2 million in the towing and recovery
  equipment segment.

Interest expense for the eight months
  ended December 31, 2001 and the year ended April 30, 2001 was $7.3 million and
  $16.7 million, respectively.  During the eight months ended December 31,
  2001, the Company incurred lower interest expense as a result of refinancing
  its line of credit at more favorable rates in July 2001, a decrease in debt
  levels and four months less interest expense in the transition period.

Income taxes are accounted for on a consolidated basis and are not allocated
  by segment.  The effective rate of the provision for income taxes was
9.3% for the eight months ended December 31, 2001 and (33.0%) for the
  fiscal year ended April 30, 2001.  The increase  in the effective rate is
due to a deferred tax valuation allowance of $7.1 million that was recorded as of
December 31, 2001.  The allowance reflects the Companys recognition
that continuing losses from operations and certain liquidity matters associated
with the Company's credit facility indicate that is more likely than not that certain
future tax benefits will not be realized as a result of future taxable income.

The towing services segment reported
  an operating loss for the eight months ended December 31, 2001 of $2.2
  million, before impairment and other special charges and an operating loss of
  $3.9 million for the fiscal year ended April 30, 2001.  The losses were
  due primarily to the results of operations in underperforming markets. 
  The Company continued its efforts to reduce expenses in this segment with the
  disposition of two markets during the eight months ended December 31, 2001 and
  11 markets during the year ended April 30, 2001.  Subsequent to December
  31, 2001, the Company sold assets in two additional underperforming
  markets.  The Company continues to investigate financial alternatives
  with respect to the overall towing services segment to enhance shareholder
value.

Year Ended April 30, 2001 Compared to Year Ended April 30, 2000

Net sales for the year ended April
  30, 2001 decreased 14.9% to $495.5 million from $582.1 million for the
  comparable period in 2000.  Net sales in the towing and recovery
  equipment segment decreased 16.3% to $313.2 million from $374.2 million for
  the comparable period in 2000 as demand for

22

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the Companys towing and
  recovery equipment continued to be negatively impacted by the cost pressures
  facing its customers.  Net sales in the towing services segment decreased
  12.4% to $182.3 million from $207.9 million for the comparable period in 2000
  due primarily to the disposition of 11 underperforming markets during fiscal
  2001, as well as declines in revenues of certain other underperforming
  markets.

Costs of operations for the Company as a percentage of net sales increased to
  85.4% for the year ended April 30, 2001 compared to 84.2% for the comparable
  prior year.  In the towing and recovery equipment segment, costs of
  operations as a percentage of sales increased from 86.4% to 87.2%.  The
    increase as a percentage of net sales was primarily the result of declines in
  sales volume as discussed above.  In the towing services segment, costs
  of operations as a percentage of net sales increased to 82.3% for the year
  ended April 30, 2001 from 80.4% for the comparable prior period.  The
  increase as a percentage of net sales is due to declines in revenue coupled
  with increased labor and fuel cost.  The increase was offset partially by
  a reduction in insurance costs due to favorable claims and a return of
  premium.

Selling, general, and administrative costs decreased 19.9% to $65.4 million
  from $81.7 million for the comparable period of fiscal 2000.  In the
  towing and recovery equipment segment, selling, general, and administrative
  expenses for fiscal 2001 decreased 12.9% to $29.0 million from $33.3 million
  in fiscal 2000.  As a percentage of sales these costs increased slightly
  from 8.9% in fiscal 2000 to 9.3% in fiscal 2001.  In the towing services
  segment, selling, general, and administrative expenses for the year ended
  April 30, 2001 decreased 24.9% to $36.3 million from $48.4 million.  As a
  percentage of sales these costs decreased from 23.3% in 2000 to 19.9% in
  2001.  The decrease as a percentage of sales is primarily the result of
  company-wide cost reduction efforts implemented in late fiscal 2000 and the
  first quarter of fiscal 2001.

During the second quarter of fiscal 2000, the Company recorded special charges
  of $6.0 million for the further rationalization of its towing services
  operations.  These charges include the cost of early termination of
  certain employment contracts and facility leases, as well as losses on the
  disposal of certain excess equipment and other property-related charges.

The Company periodically reviews the carrying amount of the long-lived assets
  and goodwill in both its towing services and towing and recovery equipment
  businesses to determine if those assets may be recoverable based upon the
  future operating cash flows expected to be generated by those assets.  As
  a result of such review during the fourth quarter of fiscal 2000, the Company
  concluded that projected cash flows from certain Company towing services
  markets and certain equipment distributors were not fully recoverable. 
  Accordingly, the Company recorded non-cash impairment charges of
  $69.1 million and $7.7 million in its towing services and towing and recovery
  equipment segments, respectively.

Net interest expense increased $2.7 million to $16.7 from $14.0 million for
  fiscal 2000 primarily due to higher interest rates on the Companys line of
  credit facility.

Income taxes are accounted for on a consolidated basis and are not allocated
  by segment.  The effective rate of the provision for income taxes was
  (33.0%) for fiscal 2001 and (15.4)% for fiscal 2000.  The difference is
  due primarily to the impact of lower earnings and impairment charges related
  to non-deductible goodwill.

The towing services segment reported an operating loss for the fiscal year of
  $3.9 million compared to a loss of $7.6 million, before impairment and other
  special charges, the previous fiscal year.  The loss was due to the
  results of operations in underperforming markets prior to their
  disposition.  During fiscal 2001 the Company continued its efforts to
  reduce expenses in this segment.  As part of these efforts, the Company
  disposed of 11 markets during fiscal 2001.

23

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Year Ended April 30, 2000 Compared to Year Ended April 30, 1999

Net sales for the year ended April
  30, 2000 increased 10.6% to $582.1 million from $526.2 for the comparable
  period in 1999.  Net sales in the towing and recovery equipment segment
  increased 9.2% to $374.2 million from $342.7 million for the comparable period
  in 1999.  The increase in net sales was primarily the result of higher
  unit sales of chassis and wreckers.  Sales of new products, including
  multi-car carriers and slide axle trailers, also contributed to the increase
  in sales for this segment.  Net sales in the towing services segment
  increased 13.3% to $207.9 million from $183.5 million for the comparable
  period in 1999.  The increase in net sales was primarily the result of
  (i) the inclusion of a full year of sales of towing services companies
  acquired in fiscal 1999, and (ii) the inclusion since the acquisition dates in
  fiscal 2000 of sales from towing services companies acquired via purchase
  transactions.

Costs of operations for the Company as a percentage of net sales increased to
  84.2% for the year ended April 30, 2000 compared to 82.8% for the comparable
  prior year.  In the towing and recovery equipment segment, costs of
  operations as a percentage of net sales decreased slightly from 86.6% to
  86.4%.  In the towing services segment, costs of operations as a
  percentage of net sales increased to 80.4% for the year ended April 30, 2000
  from 75.7% for the comparable prior period.  Increases were due to
  increased labor costs of the towing operations along with associated benefits
  costs, and increased fuel and other vehicle costs.

Selling, general, and administrative costs increased 8.8% to $81.7 million
  from $75.1 million for the comparable period of fiscal 1999.  In the
  towing and recovery equipment segment, selling, general, and administrative
  expenses for fiscal 2000 increased 7.4% to $33.3 million from $31.0 million in
  fiscal 1999 primarily due to higher sales volume.  As a percentage of net
  sales these costs decreased slightly from 9.1% in fiscal 1999 to 8.9% in
  fiscal 2000.  In the towing services segment, selling, general, and
  administrative expenses for the year ended April 30, 2000 increased 9.8% to
  $48.4 million from $44.1 million due to an increased revenue base.  As a
  percentage of net sales these costs decreased from 24.1% in 1999 to 23.3% in
  2000.  The decrease as a percentage of net sales is primarily the result
  of cost reduction efforts on a segment-wide basis.

During the second quarter of fiscal 2000, the Company recorded special charges
  of $6.0 million for the further rationalization of its towing services
  operations.  These charges include the cost of early termination of
  certain employment contracts and facility leases, as well as losses on the
  disposal of certain excess equipment and other property-related charges.

The Company periodically reviews the carrying amount of the long-lived assets
  and goodwill in both its towing services and towing and recovery equipment
  segments to determine if the carrying value of such assets may be recoverable
  based upon the future operating cash flows expected to be generated by those
  assets. In the fourth quarter of fiscal 2000, the Company began a review of
  strategic alternatives for its towing services operations including the
  possible disposal of its operations in certain markets.  In connection
  with this review, the Company performed an evaluation of the carrying value of
  its long-lived assets, including goodwill.  This evaluation indicated
  that projected undiscounted cash flows in certain of the Companys towing
  services markets and certain towing and recovery equipment were not sufficient
  to fully recover the carrying value of its goodwill and certain other
  long-lived assets related to such operations.  Accordingly, the Company
  recorded non-cash impairment charges of $69.1 million and $7.7
  million in its towing services and towing and recovery equipment segments,
  respectively.

Net interest expense increased $3.1 million to $14.0 from $10.9 million for
  fiscal 1999 primarily due to higher interest rates on the Companys line of
  credit facility.

24

---



Income taxes are accounted for on a consolidated basis and are not allocated
  by segment.  The effective rate of the provision for income taxes was
  (15.4)% for fiscal 2000 and 50.7% for fiscal 1999.  The difference is due
  primarily to the impact of lower earnings and impairment charges related to
  non-deductible goodwill.

The towing services segment reported an operating loss before impairment and
  other special charges of $7.6 million for the fiscal year, compared with
  operating income of $0.4 million in the prior fiscal year.  This loss was
  primarily due to continued poor performance in a portion of this segments
  markets, as well as an increase in certain costs of operating, most
  significantly fuel expenses.  The Company accelerated its efforts to
  aggressively reduce expenses in its towing services segment at the corporate
  level, as well as in the field.

LIQUIDITY AND CAPITAL RESOURCES

The
  Companys primary capital requirements are for working capital, debt
  service, and capital expenditures.  Since 1996, the Company has financed
  its operations and growth from internally generated funds and debt financing.

Cash
  provided by operating activities was $9.8 million for the eight months ended
  December 31, 2001 compared to $21.9 million for the year ended April 30, 2001,
  $8.5 million for the year ended April 30, 2000 and $3.5 million for the year
  ended April 30, 1999.  The cash provided by operating activities for the
  eight months ended December 31, 2001 reflects decreases in
  inventory, receivables and cash generated from operating activities, offset somewhat by decreases in accounts payable which
  resulted principally from reductions in purchasing levels.

Cash
  used in investing activities was $0.2 million for the eight months ended
  December 31, 2001 compared to $8.3 million provided by investing activities
  for the year ended April 30, 2001, $7.6 million used in investing activities for
  the year ended April 30, 2000 and $32.0 million used in investing activities for the year ended April 30,
  1999.  The cash was used primarily to purchase equipment in the towing
  services segment and was offset by proceeds from sales of equipment and
  businesses.

Cash
  used in financing activities was $6.3 million for the eight months ended
  December 31, 2001 compared to $29.1 million for the year ended April 30, 2001,
  $4.0 million for the year ended April 30, 2000 and $30.6 million provided by
  financing activities for the year ended April 30, 1999.  The cash was
  used primarily to reduce borrowings under the Companys credit facilities
  and other outstanding long-term debt and capital lease obligations.

In July
  2001, the Company entered into a new four year senior secured credit facility
  (the Credit Facility) with a syndicate of lenders to replace the
  existing credit facility.  As a part of this agreement, the previous
  credit facility was reduced with proceeds from the Credit Facility and amended
  to provide for a $14.0 million subordinated secured facility.  The Credit
  Facility originally consisted of an aggregate $102.0 million revolving credit facility
  and an $8.0 million term loan.  Availability under the revolving Credit
  Facility is based on a formula of eligible accounts receivable, inventory and
  fleet vehicles as separately calculated for the towing and recovery equipment
segment and the RoadOne segment, respectively.  Borrowings under the term loan are collateralized by the
  Companys property, plant, and equipment.  The Company is required to
  make monthly amortization payments on the term loan of $167,000.  The
  Credit Facility bears interest at the option of the Company at either the
  rate of LIBOR plus 2.75% or prime rate (as defined) plus 0.75% on the
  revolving portion and LIBOR plus 3.00% or prime rate (as defined) plus 1.00% on
  the term portion.

The
  Credit Facility matures in July, 2005 and is collateralized by substantially
  all the assets of the Company.  The Credit Facility contains requirements
  related to maintaining minimum excess availability

25

---



at all times and minimum
  quarterly levels of earnings before income taxes, depreciation and
  amortization (as defined) and a minimum quarterly fixed charge coverage ratio
  (as defined).  In addition, the Credit Facility contains restrictions on
  capital expenditures, incurrence of indebtedness, mergers and acquisitions,
  distributions and transfers and sales of assets.  The Credit Facility
  also contains requirements related to weekly and monthly collateral reporting.

The
  subordinated secured facility (the Junior Credit Facility) is by its
  terms expressly subordinated only to the Credit Facility.  The Junior
  Credit Facility matures in July, 2003 and bears interest at 6.0% over the
  prime rate.  The
  Company is required to make scheduled amortization payments beginning not
  later than May 2002, provided that certain
  conditions are met, including satisfying a fixed charge coverage ratio
  test  and a minimum availability limit.   The Junior Credit Facility is secured by certain specified assets of the
  Company and by a second priority lien and security interest in substantially
  all other assets of the Company.  The Junior Credit Facility contains
  requirements for certain fees to be paid at six month intervals beginning in
  January, 2002 based on the outstanding balance of the facility at the
  time.  The Junior Credit Facility also contains
  provisions for the issuance of warrants for up to 0.5% of the outstanding
  shares of the Companys common stock in July, 2002 and up to an additional
  1.5% in July, 2003 with an exercise price equal to the then fair market value
  of the Companys common stock.  The number of warrants which may be
  issued would be reduced pro rata as the balance of the Junior Credit Facility
  is reduced.

The
  Junior Credit Facility contains requirements for the maintenance of certain
  financial covenants and imposes restrictions on capital expenditures,
  incurrence of indebtedness, mergers and acquisitions, distributions and
  transfers and sales of assets.

On July
  25, 2001, the Company borrowed $85.0 million under the new senior credit
  facility ($77.0 million under the revolving credit facility and $8.0 million
  under the term loan) and $14.0 million under the subordinated secured
  facility.  The proceeds of these borrowings were used to repay amounts
  outstanding under the existing facility in its entirety.

On
  February 28, 2002 the Company entered into a Forbearance Agreement and First
  Amendment to Credit Agreement with the lenders under the Credit Facility, as
  amended by that certain Amendment to Forbearance Agreement dated as of March
  18, 2002 and that certain Second Amendment to the Forbearance Agreement dated
  as of March 29, 2002 (as so amended, the Forbearance Agreement).  As a result
  of a revised asset appraisal conducted by the senior lenders, the senior
  lenders determined that the amounts outstanding under the Credit Facility
  should be lowered below the amount then outstanding under the Credit
  Facility, causing the Company to be over-advanced on its line of credit which
  resulted in the occurrence of an event of default under the Credit Facility
  and a corresponding event of default under the Junior Credit Facility. 
  The Forbearance Agreement and subsequent amendments waived the Companys
  overadvance under the Credit Facility and amended the
  terms of the credit agreement to, among other things, (i) permanently reduce
  the commitment levels to $42.0 million for the towing and recovery equipment
  segment and $36.0 million for the RoadOne segment portion of the revolving credit facility and
  $6,611,000 for the term loan facility, (ii) eliminate the Companys ability
  to borrow funds at a LIBOR rate of interest, and (iii) increase the interest
  rate to a floating rate of interest equal to the prime rate plus 2.75%.

On April 15, 2002 the
Company amended the Credit Facility, pursuant to which, among other things: (i) the senior lenders waived the overadvance event of
default and other events of default, (ii) interest on advances will be charged at the prime
rate (as defined) plus 2.75% on the revolving portion and the term portion, subject to substantial upward adjustments in the
interest rate on and after certain specified dates based on the amounts outstanding under the revolving loan commitment relating to
RoadOne (escalating at generally quarterly intervals from prime plus 4.50% as of October 1, 2002 to prime plus 14.00% as of April
1, 2005) and (iii) the revolving loan commitment amount relating to

26

---



RoadOne is subject to mandatory reductions over time commencing
August 12, 2002, which reductions will require a mandatory repayment of portions of outstanding loans at specified dates and the
failure to timely make such repayments shall result in an event of default under the bank credit agreements. 
The RoadOne
revolving commitment amount, which was set at $36.0 million through the April 15, 2002 amendment is scheduled to be reduced as
follows:  August 12, 2002 – to $34.0 million; October 2, 2002 – to $30.0 million; March 31, 2003 – to $27.0
million; thereafter – quarterly reductions of $3.0 million through June 30, 2005. On April 15,
2002 the Company also amended the Junior Credit Facility, pursuant to which, among other things,
(i) the junior lenders waived the
events of default, and (ii) extended the time for payment of certain scheduled amortization
payments.  On April 15, 2002, the junior lender agent, the senior lender agent and the Company entered into an Amended and
Restated  Intercreditor and Subordination Agreement, pursuant to which, among other things, subject to certain terms and
conditions, the junior lenders have agreed to defer the required payment of amortization payments under the Junior Credit Facility
until November 20, 2002, April 5, 2003 and May 20, 2003.

The Company may continue to have difficulties in the future making the mandatory
repayments and/or complying with such covenants, and in such event would have to seek additional waivers from its lenders. 
Such waivers typically require payment of substantial additional fees, and there can be no assurance that the lenders will agree to
any future waivers or amendments.  The Company’s bank facilities are collateralized by liens on all of the
Company’s assets.  The liens give the lenders the right to foreclose on the assets of the Company under certain defined
events of default and such foreclosure could allow the lenders to gain control of the operations of the Company.

The Company believes that it will be able to make the mandatory repayments and
  maintain compliance with the
  financial covenants established by the April 2002 credit facility amendment,
  which should allow the Company to maintain sufficient liquidity in 2002 to
  fund operations.  Failure to achieve the Companys revenue and income
  projections could result in failure to comply with the debt service
  requirements.  Such
  non-compliance would result in an event of default, which if not waived by the
  lending groups would result in the acceleration of the amounts due under the
  credit facility as well as other remedies.  Under these circumstances the
  Company could be required to find alternative funding sources, such as sale of
  assets or other financing sources.  If the Company were unable to
  refinance the credit facility on acceptable terms or find an alternative
  source of repayment for the credit facility, the Companys business and
  financial condition would be materially and adversely affected.  There is
  no assurance that the Company would be able to obtain any such refinancing or
  that it would be able to sell assets on terms that are acceptable to the
  Company or at all.

Financial Instruments

SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
  as amended, is effective for fiscal years beginning after June 15, 2000. 
  SFAS No. 133 establishes accounting and reporting standards requiring that
  every derivative instrument (including certain derivative instruments embedded
  in other contracts) be recorded in the balance sheet as either an asset or
  liability measured at its fair value.  SFAS No. 133 requires that changes
  in the derivatives fair value be recognized currently in earnings unless
  specific hedge accounting criteria are met.  Special accounting for
  qualifying hedges allows a derivatives gains and losses to offset related
  results on the hedged item in the income statement, and requires that a
  company must formally document, designate, and assess the effectiveness of
  transactions that receive hedge accounting.

In October 2001, the Company obtained interest rate swaps as required by terms
  in its Credit Facility to hedge exposure to market fluctuations.  The
  interest rate swaps cover $40.0 million in notional amounts of variable rate
  debt and with fixed rates ranging from 2.535% to 3.920%.  The swaps expire
  annually from October 2002 to October 2004.  The hedges were deemed to be
  fully effective resulting in

27

---



a pretax loss of $12,000 recorded in Other
  Comprehensive Loss at December 31, 2001.  Upon expiration of these
  hedges, the amount recorded in Other Comprehensive Loss will be reclassified
  into earnings as interest.  Subsequent to year
  end, the borrowing base was converted from LIBOR to prime, which rendered the
  swap ineffective as a  hedge.  Accordingly, concurrent with the
  conversion the Company prematurely terminated the swap
  in February 2002 at a cost of $341,000.  The resulting loss will be
  recorded in Other Comprehensive Loss in February 2002 and reclassified to
  earnings as interest expense over the term of the Credit Facility.

At December 31, 2001, the Company had no other derivative instruments or
  hedging transactions.

Recent Accounting Pronouncements

In September 2000, the Emerging Issues Task Force (EITF) of the
  Financial Accounting Standards Board (FASB) reached a final consensus on
  Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs. 
  EITF 00-10 was effective for the fiscal year ended April 30, 2001 and
  addresses the income statement classification of amounts charged to customers
  for shipping and handling, as well as costs incurred related to shipping and
  handling.  The Company classifies shipping and handling costs billed to
  the customer as revenues and costs incurred related to shipping and handling
  as cost of sales, which is in accordance with the consensus in EITF 00-10.

In June 2001, the FASB issued SFAS No. 141, Business Combinations and
  SFAS No. 142 Goodwill and Other Intangible Assets (collectively the Standards). 
  The Standards will be effective for fiscal years beginning after December 15,
  2001.  Companies with fiscal years beginning after March 15, 2001 may
  early adopt, but only as of the beginning of that fiscal year and only if all
  existing goodwill is evaluated for impairment by the end of that fiscal
  year.  SFAS No. 141 will require companies to recognize acquired
  identifiable intangible assets separately from goodwill if control over the
  future economic benefits of the asset results from contractual or other legal
  rights or the intangible asset is capable of being separated or divided and
  sold, transferred, licensed, rented, or exchanged.  The Standards will
  require the value of a separately identifiable intangible asset meeting any of
  the criteria to be measured at its fair value.  SFAS No. 142 will require
  that goodwill not be amortized and that amounts recorded as goodwill be tested
  for impairment.  Upon adoption of SFAS No. 142, goodwill will be reduced
  if it is found to be impaired.  Annual impairment tests will have to be
  performed at the lowest level of an entity that is a business and that can be
  distinguished, physically and operationally and for internal reporting
  purposes, from the other activities, operations, and assets of the
  entity.  Based on the current levels of goodwill, the adoption of the
  Standards in calendar year 2002 would decrease annual amortization expense by
  approximately $1.0 million through the elimination of goodwill
  amortization.  However, the Company has not yet determined the impact of
  the new goodwill impairment standards.

In
  addition, in October 2001, the FASB issued SFAS No. 144, Accounting for the
  Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses (i) the
  recognition and measurement of the impairment of long-lived assets to be held
  and used and (ii) the measurement of long-lived assets to be disposed of by
  sale.  SFAS No. 144 differs from SFAS No. 121 by clarifying impairment
  testing and excluding goodwill.  In addition, SFAS No. 144 supersedes the
  accounting and reporting provisions of APB No. 30, Reporting the Results of
  Operations  Reporting the Effects of Disposal of a Segment of a Business, and
  Extraordinary, Unusual and Infrequently Occurring Events and Transactions,
  for segments of a business to be disposed of.  However, SFAS No. 144
  retains APB No. 30s requirement that entities report discontinued
  operations separately from continuing operations and extends that reporting
  requirement to "a component of an entity" that either has been
  disposed of (by sale, abandonment, or in a distribution to owners) or is
  classified as "held for sale".  SFAS No. 144 is effective for
  fiscal years beginning after December 15, 2001.  The Company is currently
  assessing the impact of the adoption of SFAS No. 144.

28

---



ITEM
  8.FINANCIAL STATEMENTS
  AND SUPPLEMENTARY DATA

The response to this item is included in Part IV, Item 14 of this Report.

ITEM
  9.CHANGES IN AND
  DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
  AND FINANCIAL DISCLOSURE

The Company engaged PricewaterhouseCoopers LLP as its principal accountants and dismissed its former principal accountants, Arthur Andersen LLP, effective November 30, 2001.  The decision to change accountants was approved by the Audit Committee of the Company on November 30, 2001.  Neither of the reports of the former principal accountants on the financial statements of the Company for the past two fiscal years contained an adverse opinion or disclaimer of opinion, nor was either qualified or modified as to uncertainty, audit scope, or accounting principle.

In connection with its audits for the two most recent fiscal years of the Company and the subsequent interim period through November 30, 2001, there were no disagreements with the former
accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants, would have caused them to make reference to the subject matter of the disagreements in their reports for such fiscal years.

During the Companys two most recent fiscal years and the subsequent interim
  period through November 30, 2001, the Company did not consult
  PricewaterhouseCoopers LLP regarding any matter requiring disclosure under
  Regulation S-K, Item 304(a)(2).

PART III

ITEM
  10.        DIRECTORS AND EXECUTIVE OFFICERS
  OF THE REGISTRANT

The information contained under the headings PROPOSAL 1:  ELECTION OF
  DIRECTORS and COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND
  EXCHANGE ACT OF 1934 in the definitive Proxy Statement used in connection
  with the solicitation of proxies for the Registrants Annual Meeting of
  Shareholders to be filed with the Commission, is hereby incorporated herein by
  reference.  Pursuant to Instruction 3 to Paragraph (b) of Item 401 of
  Regulation S-K, information relating to the executive officers of the
  Registrant is included in Item 1 of this Report.

ITEM
  11.        EXECUTIVE COMPENSATION

The information contained under the heading EXECUTIVE COMPENSATION in
  the definitive Proxy Statement used in connection with the solicitation of
  proxies for the Registrants Annual Meeting of Shareholders to be filed with
  the Commission, is hereby incorporated herein by reference.  Pursuant to
  Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K, information
  relating to the executive officers of the Registrant is included in Item 1 of
  this Report.

ITEM
  12.        SECURITY OWNERSHIP OF CERTAIN
  BENEFICIAL OWNERS ANDMANAGEMENT

The information contained under the heading SECURITY OWNERSHIP OF CERTAIN
  BENEFICIAL OWNERS AND MANAGEMENT in the definitive Proxy Statement used in
  connection

29

---



with the solicitation of proxies for the Registrants Annual
  Meeting of Shareholders to be filed with the Commission, is hereby
  incorporated herein by reference.

For purposes of determining the aggregate market value of the Registrants
  voting stock held by nonaffiliates, shares held by all current directors and
  executive officers of the Registrant have been excluded.  The exclusion
  of such shares is not intended to, and shall not, constitute a determination
  as to which persons or entities may be affiliates of the Registrant as
  defined by the Securities and Exchange Commission.

ITEM
  13.        CERTAIN RELATIONSHIPS AND
  RELATED TRANSACTIONS

None.

PART IV

ITEM
  14.        EXHIBITS, FINANCIAL STATEMENT
  SCHEDULES AND REPORTS ON FORM8-K

(a)The
  following documents are filed as part of this Report:

1.        
  Financial Statements

|Description                                                                                                                                                                  | Page Number
        in
        Report
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------
|                                                                                                                                                                             |                                      
|Reports of Independent
        Accountants                                                                                                                                   | F-2                                  
|Consolidated Balance Sheets as
        of December 31, 2001, April 30, 2001 and 2000                                                                                         | F-4                                  
|Consolidated Statements of
        Operations for the eight months ended December 31, 2001
             and the years
        ended April 30, 2001, 2000, and 1999           | F-5                                  
|Consolidated Statements of
        Shareholders Equity for the eight months ended
             December 31, 2001 and
        the years ended April 30, 2001, 2000, and 1999 | F-6                                  
|Consolidated Statements of Cash
        Flows for the eight months ended December 31, 2001
             and the years ended
        April 30, 2001, 2000, and 1999           | F-7                                  

2.        
  Financial Statement Schedules

The following Financial Statement Schedule for the Registrant is filed as part
  of this Report and should be read in conjunction with the Consolidated
  Financial Statements:

|Description                                             | Page Number
        in Report
|------------------------------------------------------- | -----------------------------
|                                                        |                              
|Reports of Independent Public
        Accountants       | S-1                          
|Schedule II - Valuation and
        Qualifying Accounts | S-3                          

All schedules, except those set forth
  above, have been omitted since the information required is included in the
  financial statements or notes or have been omitted as not applicable or not
  required.

30

---



3.        
  Exhibits

The following exhibits are required to be filed with this Report by Item 601
  of Regulation S-K:

|      | Description                                                                                                                                                                                                                    | Incorporated
          by Reference to Registration File Number | Form or
          Report | Date of
          Report | Exhibit
          Number in Report
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------- | ------------------------ | ------------------------ | ----------------------------------
|     
|      |                                                                                                                                                                                                                                |                                                                 |                          |                          |                                   
|3.1   | Charter, as amended of the
        Registrant*                                                                                                                                                                                 |                                                                 |                          |                          |                                   
|3.2   | Bylaws of the Registrant                                                                                                                                                                                                       | 33-79430                                                        | S-1                      | August 1994              | 3.2                               
|10.1  | Settlement Letter dated April
        27, 1994 between Miller Group, Inc. and the Management Group                                                                                                                             | 33-79430                                                        | S-1                      | August 1994              | 10.7                              
|10.5  | Participants Agreement dated as
        of April 30, 1994 between the Registrant, Century Holdings, Inc.,
        Century Wrecker Corporation, William G. Miller and certain former
        shareholders of Miller Group, Inc. | 33-79430                                                        | S-1                      | August 1994              | 10.11                             
|10.20 | Technology Transfer Agreement
        dated March 21, 1991 between Miller Group, Inc., Verducci, Inc. and Jack
        Verducci                                                                                                | 33-79430                                                        | S-1                      | August 1994              | 10.26                             
|10.21 | Form of Noncompetition
        Agreement between the Registrant and certain officers of the Registrant                                                                                                                         | 33-79430                                                        | S-1                      | August 1994              | 10.28                             
|10.22 | Form of Nonexclusive
        Distributor Agreement                                                                                                                                                                             | 33-79430                                                        | S-1                      | August 1994              | 10.31                             
|10.23 | Miller Industries, Inc. Stock
        Option and Incentive Plan**                                                                                                                                                              | 33-79430                                                        | S-1                      | August 1994              | 10.1                              
|10.24 | Form of Incentive Stock Option
        Agreement**                                                                                                                                                                             | 33-79430                                                        | S-1                      | August 1994              | 10.2                              
|10.25 | Miller Industries, Inc. Cash
        Bonus Plan**                                                                                                                                                                              | 33-79430                                                        | S-1                      | August 1994              | 10.3                              
|10.26 | Miller Industries, Inc.
        Non-Employee Director Stock Option Plan**                                                                                                                                                      | 33-79430                                                        | S-1                      | August 1994              | 10.4                              
|10.27 | Form of Director Stock Option
        Agreement**                                                                                                                                                                              | 33-79430                                                        | S-1                      | August 1994              | 10.5                              

31

---



|      | Description                                                                                                                                          | Incorporated
          by Reference to Registration File Number | Form or
          Report | Date of
          Report | Exhibit
          Number in Report
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------ | ------------------------ | ----------------------------------
|     
|      |                                                                                                                                                      |                                                                 |                          |                          |                                   
|10.28 | Employment Agreement dated
        October 14, 1993 between Century Wrecker Corporation and Jeffrey I.
        Badgley**                             | 33-79430                                                        | S-1                      | August 1994              | 10.29                             
|10.29 | First Amendment to Employment
        Agreement between Century Wrecker Corporation and Jeffrey I. Badgley**                                         | 33-79430                                                        | S-1                      | August 1994              | 10.33                             
|10.30 | Form of Employment Agreement
        between Registrant and each of Messrs. Madonia and Mish**                                                       |                                                                | Form 10-K                | April 30, 1995           | 10.37                             
|10.31 | First Amendment to Miller
        Industries, Inc. Non-Employee Director Stock Option Plan**                                                         |                                                                | Form 10-K                | April 30, 1995           | 10.38                             
|10.32 | Second Amendment to Miller
        Industries, Inc. Non-Employee Director Stock Option Plan**                                                        |                                                                | Form 10-K                | April 30, 1996           | 10.39                             
|10.33 | Second Amendment to Miller
        Industries, Inc. Stock Option and Incentive Plan**                                                                |                                                                | Form 10-K                | April 30, 1996           | 10.40                             
|10.34 | Employment Agreement dated July
        8, 1997 between the Registrant and William G. Miller**                                                       |                                                                | Form 10-Q/A              | July 31, 1997            | 10                                
|10.35 | Guaranty Agreement Among
        NationsBank of Tennessee, N.A. and certain subsidiaries of Registrant
        dated January 30, 1998                |                                                                | Form 10-K                | April 30, 1998           | 10.37                             
|10.36 | Stock Pledge Agreement Between
        NationsBank of Tennessee, N.A. and the Registrant dated January 30,
        1998.                             |                                                                | Form 10-K                | April 30, 1998           | 10.38                             
|10.37 | Stock Pledge Agreement Between
        NationsBank of Tennessee, N.A. and the certain subsidiaries of the
        Registrant dated January 30, 1998. |                                                                | Form 10-K                | April 30, 1998           | 10.39                             

32

---



|      | Description                                                                                                                                                                                                                                                                             | Incorporated
          by Reference to Registration File Number | Form or
          Report | Date of
          Report   | Exhibit
          Number in Report
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------ | -------------------------- | ----------------------------------
|     
|      |                                                                                                                                                                                                                                                                                         |                                                                 |                          |                            |                                   
|10.40 | 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** |                                                                | Form 10-Q                | September 14,
        1998 | 10                                
|10.41 | Employment Agreement between
        the Registrant and Jeffrey I. Badgley, dated September 11, 1998**                                                                                                                                                                                  |                                                                | Form 10-Q                | December 15,
        1998  | 10.1                              
|10.42 | Employment Agreement between
        the Registrant and Frank Madonia, dated September 11, 1998**                                                                                                                                                                                       |                                                                | Form 10-Q                | December 15,
        1998  | 10.3                              
|10.50 | Agreement between the
        Registrant and Jeffrey I. Badgley, dated September 11, 1998**                                                                                                                                                                                             |                                                                | Form 10-Q                | December 15,
        1998  | 10.4                              
|10.51 | Agreement between the
        Registrant and Frank Madonia, dated September 11, 1998**                                                                                                                                                                                                  |                                                                | Form 10-Q                | December 15,
        1998  | 10.6                              
|10.60 | Credit Agreement among Bank of
        America, N.A., The CIT Group/Business Credit, Inc. and Registrant and
        its subsidiaries dated July 23, 2001                                                                                                                               |                                                                | Form 10-K                | April 30, 2001             | 10.6                              
|10.61 | Security Agreement among the
        Registrant and its subsidiaries, The CIT Group/Business Credit, Inc. and
        Bank of America, N.A. dated July 23, 2001                                                                                                                         |                                                                | Form 10-K                | April 30, 2001             | 10.61                             
|10.62 | Stock Pledge Agreement between
        Registrant and The CIT Group/Business Credit, Inc. dated July 23, 2001                                                                                                                                                                           |                                                                | Form 10-K                | April 30, 2001             | 10.62                             

33

---



|      | Description                                                                                                                                                                                                                        | Incorporated
          by Reference to Registration File Number | Form or
          Report | Date of
          Report | Exhibit
          Number in Report
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------ | ------------------------ | ----------------------------------
|     
|      |                                                                                                                                                                                                                                    |                                                                 |                          |                          |                                   
|10.70 | Amended and Restated Credit
        Agreement among the Registrant, its subsidiary and Bank of America, N.A.
        dated July 23, 2001                                                                                           |                                                                | Form 10-K                | April 30, 2001           | 10.7                              
|10.71 | Promissory Note among
        Registrant, its subsidiary and SunTrust Bank dated July 23, 2001                                                                                                                                     |                                                                | Form 10-K                | April 30, 2001           | 10.71                             
|10.72 | Promissory Note among
        Registrant, its subsidiary and AmSouth Bank dated July 23, 2001                                                                                                                                      |                                                                | Form 10-K                | April 30, 2001           | 10.72                             
|10.73 | Promissory Note among
        Registrant, its subsidiary and Wachovia Bank, N.A. dated July 23, 2001                                                                                                                               |                                                                | Form 10-K                | April 30, 2001           | 10.73                             
|10.74 | Promissory Note among
        Registrant, its subsidiary and Bank of America, N.A. dated July 23, 2001                                                                                                                             |                                                                | Form 10-K                | April 30, 2001           | 10.74                             
|10.75 | Warrant Agreement dated July
        23, 2001                                                                                                                                                                                      |                                                                | Form 10-K                | April 30, 2001           | 10.75                             
|10.80 | Forbearance Agreement and First
        Amendment to the Credit Agreement by and among the Company and its
        subsidiaries and The CIT Group/Business Credit, Inc. and Bank of
        America, N.A. dated February 28, 2002* |                                                                 |                          |                          |                                   
|10.81 | Second Amendment to the Credit Agreement by and among the
        Company and its subsidiaries and The CIT Group/Business Credit, Inc. and
        Bank of America, N.A. dated February 28, 2002*                                  |                                                                 |                          |                          |                                   
|10.82 | First Amendment to the Amended and Restated Credit
        Agreement among the Registrant, its subsidiary and Bank of America, N.A.
        dated July 23, 2001*                                                                   |                                                                 |                          |                          |                                   



34

---



|      | Description                                                                                                                                                | Incorporated
          by Reference to Registration File Number | Form or
          Report | Date of
          Report | Exhibit
          Number in Report
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------ | ------------------------ | ----------------------------------
|     
|      |                                                                                                                                                            |                                                                 |                          |                          |                                   
|10.83 | Amended and Restated Intercreditor and Subordination
        Agreement by and among The CIT Group/Business Credit, Inc. and Bank of
        America, N.A.* |                                                                 |                          |                          |                                   
|21    | Subsidiaries of the Registrant*                                                                                                                            |                                                                 |                          |                          |                                   
|23.1  | Consent of Arthur Andersen LLP*                                                                                                                            |                                                                 |                          |                          |                                   
|23.2  | Consent of
        PricewaterhouseCoopers LLP*                                                                                                             |                                                                 |                          |                          |                                   
|24    | Power of Attorney (see
        signature page)*                                                                                                            |                                                                 |                          |                          |                                   



*      
  Filed herewith.
  **     Management
  contract or compensatory plan or arrangement.

(b)        Reports on Form
  8-K.  The Registrant filed a report on Form 8-K on December 6, 2001 under
  Item 4.  The Registrant filed an amended report on Form 8-K on December
  14, 2001 under Item 7.

(c)        The Registrant hereby
  files as exhibits to this Report the exhibits set forth in Item 14(a)3 hereof.

(d)        The Registrant hereby
  files as financial statement schedules to this Report the financial statement
  schedules set forth in Item 14(a)2 hereof.

35

---





INDEX
    TO FINANCIAL STATEMENTS



Reports of
            Independent Accountants
          F-2Consolidated
            Balance Sheets December 31, 2001,
            April 30, 2001, And 2000
          F-4Consolidated
            Statements of Operations
            For the Eight Months Ended December 31, 2001,
            And Years Ended April 30, 2001, 2000, And 1999
          F-5Consolidated
            Statements of Shareholders Equity
            For the Eight Months Ended December 31, 2001,
            And Years Ended April 30, 2001, 2000, And 1999
          F-6Consolidated
            Statements of Cash Flows
            For the Eight Months Ended December 31, 2001 and
            the Years Ended April 30, 2001, 2000, And 1999
          F-7Notes To Consolidated
            Financial Statements December 31, 2001,
            April 30, 2001 and 2000
          F-8Reports of Independent
            Public Accountants
            As To Schedule II - Valuation And Qualifying Accounts
          S-1Schedule II - Valuation
            And Qualifying Accounts
          S-3




F-1

---



REPORT OF
    INDEPENDENT ACCOUNTANTS





To the Shareholders
    and the Board of Directors of Miller Industries, Inc.:

In our opinion, the
    accompanying consolidated balance sheet and the related consolidated
    statements of operations, shareholders equity, and of cash flows present
    fairly, in all material respects, the financial position of Miller
    Industries, Inc. and its subsidiaries at December 31, 2001, and the results
    of their operations and their cash flows for the eight months ended December
    31, 2001,in conformity with accounting principles generally accepted in the
    United States of America.  These financial statements are the
    responsibility of the Companys management; our responsibility is to
    express an opinion on these financial statements based on our audits. 
    We conducted our audit of these statements in accordance with auditing
    standards generally accepted in the United States of America, which require
    that we plan and perform the audit to obtain reasonable assurance about
    whether the financial statements are free of material misstatement.  An
    audit includes examining, on a test basis, evidence supporting the amounts
    and disclosures in the financial statements, assessing the accounting
    principles used and significant estimates made by management, and evaluating
    the overall financial statement presentation.  We believe that our
    audit provides a reasonable basis for our opinion.

As more fully described in Notes 2
    and 7, subsequent to December 31, 2001 the Company was over-advanced on its
    line of credit, and accordingly in default under its credit facility
    agreement.  On April 15, 2002, the Company received waivers from the
    lenders for the defaults and amended its credit facility agreements. 
    Among other changes, the amended agreements require substantial upward
    adjustments of interest rates under certain conditions.  The amendments
    also reduce certain borrowing limits from $36.0 million to $34.0 million as
    of August 12, 2002 and to $30.0 million as of October 12, 2002. 
    Commencing on March 31, 2003, the borrowing limits will be further reduced
    by $3.0 million on a quarterly basis, with such reductions continuing until
    the limit reaches zero on June 30, 2005.

/s/ PricewaterhouseCoopers LLP

Atlanta, GeorgiaMarch 22, 2002, except for Notes 2
    and 7 as to which the date is April 15, 2002

F-2

---



REPORT OF
    INDEPENDENT PUBLIC ACCOUNTANTS





To Miller Industries, Inc.:

We have audited the accompanying
    consolidated balance sheets of Miller Industries, Inc.(a Tennessee
    corporation) AND Subsidiariesas of April 30, 2001 and 2000, and
    the related consolidated statements of operations, shareholders equity,
    and cash flows for each of the three years in the period ended
    April 30, 2001.  These financial statements are the responsibility
    of the Companys management.  Our responsibility is to express an
    opinion on these financial statements based on our audits.

We conducted our audits in
    accordance with auditing standards generally accepted in the United
    States.  Those standards require that we plan and perform the audit to
    obtain reasonable assurance about whether the financial statements are free
    of material misstatement.  An audit includes examining, on a test
    basis, evidence supporting the amounts and disclosures in the financial
    statements.  An audit also includes assessing the accounting principles
    used and significant estimates made by management, as well as evaluating the
    overall financial statement presentation.  We believe that our audits
    provide a reasonable basis for our opinion.

In our opinion, the financial
    statements referred to above present fairly, in all material respects, the
    financial position of Miller Industries, Inc. and subsidiaries as of
    April 30, 2001 and 2000, and the results of their operations and their
    cash flows for each of the three years in the period ended April 30,
    2001 in conformity with accounting principles generally accepted in the
    United States.





ARTHUR
    ANDERSEN LLP

/s/ ARTHUR
    ANDERSEN LLP

Chattanooga, Tennessee
    July 25, 2001



F-3

---



MILLER INDUSTRIES,
    INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    DECEMBER 31, 2001, APRIL 30, 2001 AND 2000

(In thousands,
    except share data)



December
            31,
             2001
          April 30,
            2001
          April 30,
            2000ASSETSCURRENT ASSETS:Cash
            and temporary investments
          $    9,863
          $   6,627
          $   5,990Accounts
            receivable, net of allowance for doubtful
                 accounts of $3,023, $2,853 and $6,509
            at December 31,
                 2001, April 30, 2001, and 2000
            respectively
          66,555
          75,104
          90,437Inventories,
            net
          60,114
          67,835
          83,604Deferred
            income taxes
          12,421
          5,371
          5,879Prepaid
            expenses and other
          12,178
          12,010
          8,445Total
            current assets
          161,131
          166,947
          194,355PROPERTY, PLANT, AND
            EQUIPMENT, net
          53,122
          58,564
          70,284GOODWILL,
            net
          33,435
          46,736
          49,530PATENTS, TRADEMARKS,
            AND OTHER PURCHASED
                 PRODUCT RIGHTS, net
          1,101
          834
          1,009OTHER ASSETS
          4,174
          8,206
          8,516$252,963
          $281,287
          $323,694


CONSOLIDATED BALANCE SHEETS
    (CONTINUED)

December 31,
            2001
          April 30,
            2001
          April 30,
            2000LIABILITIES
            AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current
            portion of long-term obligations
          $    
            12,405
          $ 7,213
          $   
            15,949Accounts
            payable
          36,366
          43,064
          46,177Accrued
            liabilities and other
          24,759
          25,356
          28,428Total
            current liabilities
          73,530
          75,633
          90,554LONG-TERM OBLIGATIONS,
            less current portion
          91,562
          99,121
          119,319DEFERRED INCOME TAXES
          3,028
          0
          0COMMITMENTS AND
            CONTINGENCIES (Notes  7, 8  and 10)SHAREHOLDERS
            EQUITY:Preferred
            stock, $.01 par value; 5,000,000 shares authorized,
                   none issued or outstanding
          0
          0
          0Common
            stock, $.01 par value; 100,000,000 shares
                   authorized, 9,341,436,
            9,341,753  and 9,341,427
                   shares issued and outstanding
            at December 31,
                   2001, and April 30, 2001
            and 2000, respectively
          93
          93
          93Additional
            paid-in capital
          145,088
          145,088
          145,081Accumulated
            deficit
          (58,096)
          (36,509)
          (30,075)Accumulated
            other comprehensive loss
          (2,242)
          (2,139)
          (1,278)Total
            shareholders equity
          84,843
          106,533
          113,821$252,963
          $281,287
          $323,694


The accompanying notes
    are an integral part of these consolidated balance sheets.

F-4

---



MILLER
    INDUSTRIES, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE EIGHT MONTHS ENDED DECEMBER 31, 2001 AND

YEARS ENDED APRIL
    30, 2001, 2000,  AND 1999

(In thousands,
    except per share data)



December
            31,
            2001
          April 30,
            2001
          April 30,
            2000
          April 30,
            1999NET SALES:Towing and Recovery Equipment
          $203,000
          $  
            313,207
          $    
            374,187
          $ 
            342,651Towing Services
          100,953
          182,255
          207,942
          183,544303,953
          495,462
          582,129
          526,195COSTS AND EXPENSES:Costs of operations:Towing and Recovery Equipment
          178,251
          273,093
          322,888
          296,669Towing Services
          84,102
          149,851
          167,098
          139,022262,353
          422,944
          489,986
          435,691Selling, general and
            administrative
          37,348
          65,392
          81,669
          75,081Special charges and other
            operating expenses, net
          16,672
          0
          82,896
          0Interest expense, net
          7,324
          16,734
          14,029
          10,945Total costs and expenses
          323,697
          505,070
          668,580
          521,717(LOSS) INCOME BEFORE
            INCOME TAXES
          (19,744)
          (9,608)
          (86,451)
          4,478INCOME TAX
            PROVISION (BENEFIT)
          1,843
          (3,174)
          (13,308)
          2,272NET (LOSS) INCOME
          $(21,587)
          $    
            (6,434)
          $ (73,143)
          $ 
            2,206NET (LOSS) INCOME 
            PER COMMON SHARE:Basic
          $   
            (2.31)
          $     
            (0.69)
          $     
            (7.83)
          $   
            0.24Diluted
          $  
            (2.31)
          $     
            (0.69)
          $     
            (7.83)
          $   
            0.23WEIGHTED AVERAGE SHARES
            OUTSTANDING:Basic
          9,341
          9,341
          9,339
          9,267Diluted
          9,341
          9,341
          9,339
          9,457


The accompanying
    notes are an integral part of these consolidated statements.

F-5

---



MILLER
    INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
    FOR THE EIGHT MONTHS ENDED DECEMBER 31, 2001 AND YEARS ENDED APRIL 30,
    2001, 2000, AND 1999(In thousands, except
    share data)

Common
            Stock
          Additional
            Paid-In
            Capital
          Retained
            Earnings
            (Accumulated
            Deficit)
          Accumulated
            Other Comprehensive
            Loss
          TotalBALANCE,
            April 30, 1998
          $          
            92
          $       139,847
          $         
            40,862
          $        
            (565)
          $   180,236Comprehensive
            income:Net
            income
          0
          0
          2,206
          0
          2,206Other
            comprehensive loss, net of tax:Foreign
            currency translation adjustments
          0
          0
          0
          (274)
          (274)Comprehensive
            income
          0
          0
          2,206
          (274)
          1,932Exercise
            of stock options
          0
          94
          0
          0
          94Issuance
            of  248,433 common shares in acquisitions
          2
          7,378
          0
          0
          7,380Repurchase
            of 100,000 common shares
          (1)
          (2,338)
          0
          0
          (2,339)BALANCE, April 30,
            1999
          93
          144,981
          43,068
          (839)
          187,303Comprehensive
            loss:Net
            loss
          0
          0
          (73,143)
          0
          (73,143)Other
            comprehensive loss, net of tax:Foreign
            currency translation adjustments
          0
          0
          0
          (439)
          (439)Comprehensive
            loss
          0
          0
          (73,143)
          (439)
          (73,582)Exercise
            of stock options
          0
          100
          0
          0
          100BALANCE, April 30, 2000
          93
          145,081
          (30,075)
          (1,278)
          113,821Comprehensive
            loss:Net
            loss
          0
          0
          (6,434)
          0
          (6,434)Other
            comprehensive loss, net of tax:Foreign
            currency translation adjustments
          0
          0
          0
          (861)
          (861)Comprehensive
            loss
          0
          0
          (6,434)
          (861)
          (7,295)Exercise
            of stock options
          0
          7
          0
          0
          7BALANCE, April 30, 2001
          93
          145,088
          (36,509)
          (2,139)
          106,533Net
            loss
          0
          0
          (21,587)
          0
          (21,587)Other
            comprehensive loss, net of tax:Foreign
            currency translation adjustments
          0
          0
          0
          (91)
          (91)Unrealized
            loss on financial instruments
          0
          0
          0
          (12)
          (12)Comprehensive
            loss
          0
          0
          (21,587)
          (103)
          (21,690)BALANCE, December 
            31, 2001
          $        
            93
          $      
            145,088
          $        
            (58,096)
          $        
            (2,242)
          $     
            84,843


The accompanying notes are an integral part
    of these consolidated statements.

F-6

---



MILLER
    INDUSTRIES, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE EIGHT MONTHS ENDED DECEMBER 31, 2001 AND YEARS ENDED APRIL 30,
    2001, 2000, AND 1999

(In thousands)



|                                                                                                                  | December 31,
          2001 | April 30,
          2001 | April 30,
          2000 | April 30,
          1999
|----------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------ | ------------------------ | ------------------------
|                                                                                                                  |                             |                          |                          |                         
|                                                                                                                  |                             |                          |                          |                         
|                                                                                                                  |                             |                          |                          |                         
|OPERATING ACTIVITIES:                                                                                             |                             |                          |                          |                         
|Net
          (loss) income                                                                                       | $(21,587)                   | $ (6,434)                | $ (73,143)               | $ 2,206                 
|Adjustments
          to reconcile net (loss) income to net cash provided by
               operating activities: |                             |                          |                          |                         
|Depreciation
          and amortization                                                                           | 8,483                       | 13,556                   | 17,793                   | 15,500                  
|Provision
          for doubtful accounts                                                                         | 1,262                       | 3,845                    | 4,956                    | 2,123                   
|Special
          charges and other operating expenses, net                                                       | 16,672                      | 0                        | 76,855                   | 0                       
|(Gain)
          Loss on disposals of property, plant, and equipment                                              | 105                         | (543)                    | (713)                    | (837)                   
|Gain
          on disposal of other long-term assets                                                              | 0                           | (357)                    | 0                        | 0                       
|Deferred
          income tax (benefit) provision                                                                 | 1,135                       | (1,202)                  | (12,730)                 | 5,054                   
|Changes
          in operating assets and liabilities, net of acquired
               businesses:                 |                             |                          |                          |                         
|Accounts
          receivable                                                                                     | 3,271                       | 10,867                   | (15,697)                 | (12,304)                
|Inventories                                                                                                       | 7,547                       | 15,032                   | (6,378)                  | (6,209)                 
|Prepaid
          expenses and other                                                                              | 1,462                       | (3,678)                  | 3,580                    | (9,706)                 
|Other
          assets                                                                                            | 139                         | (1,997)                  | (59)                     | 0                       
|Accounts
          payable                                                                                        | (7,736)                     | (3,647)                  | 2,184                    | 12,554                  
|Accrued
          liabilities and other                                                                           | (947)                       | (3,571)                  | 11,872                   | (4,906)                 
|                                                                                                                  |                             |                          |                          |                         
|Net
          cash provided by operating activities                                                               | 9,806                       | 21,871                   | 8,520                    | 3,475                   
|                                                                                                                  |                             |                          |                          |                         
|INVESTING ACTIVITIES:                                                                                             |                             |                          |                          |                         
|Acquisition
          of businesses, net of cash acquired                                                         | 0                           | 0                        | (2,413)                  | (19,867)                
|Purchases
          of property, plant, and equipment                                                             | (2,828)                     | (3,622)                  | (8,612)                  | (18,998)                
|Proceeds
          from sale of property, plant, and equipment                                                    | 1,408                       | 3,161                    | 3,328                    | 6,606                   
|Proceeds
          from sale of other long-term assets                                                            | 0                           | 3,371                    | 0                        | 0                       
|Proceeds
          from sale of towing markets                                                                    | 1,077                       | 5,186                    | 0                        | 0                       
|Payments
          received on notes receivable                                                                   | 178                         | 314                      | 86                       | 272                     
|Other                                                                                                             | 0                           | (129)                    | 0                        | 0                       
|                                                                                                                  |                             |                          |                          |                         
|Net
          cash (used in) provided by investing activities                                                     | (165)                       | 8,281                    | (7,611)                  | (31,987)                
|                                                                                                                  |                             |                          |                          |                         
|FINANCING ACTIVITIES:                                                                                             |                             |                          |                          |                         
|Net
          borrowings under senior credit facility                                                             | 86,298                      | 0                        | 0                        | 0                       
|Borrowings
          under subordinated credit facility                                                           | 14,000                      | 0                        | 0                        | 0                       
|Net
          (payments) borrowings under former credit facility                                                  | (100,000)                   | (26,000)                 | 1,000                    | 40,000                  
|Payments
          on long-term obligations                                                                       | (3,210)                     | (3,168)                  | (5,194)                  | (7,579)                 
|Borrowings
          under long-term obligations                                                                  | 0                           | 0                        | 43                       | 405                     
|Additions
          to deferred financing costs                                                                   | (3,348)                     | 0                        | 0                        | 0                       
|Repurchase
          of common stock                                                                              | 0                           | 0                        | 0                        | (2,339)                 
|Proceeds
          from exercise of stock options                                                                 | 0                           | 7                        | 100                      | 94                      
|                                                                                                                  |                             |                          |                          |                         
|Net
          cash (used in) provided by financing activities                                                     | (6,260)                     | (29,161)                 | (4,051)                  | 30,581                  
|                                                                                                                  |                             |                          |                          |                         
|EFFECT OF EXCHANGE
          RATE CHANGES ON CASH AND TEMPORARY INVESTMENTS                                       | (145)                       | (354)                    | (199)                    | (105)                   
|                                                                                                                  |                             |                          |                          |                         
|NET CHANGE IN CASH AND
          TEMPORARY INVESTMENTS                                                            | 3,236                       | 637                      | (3,341)                  | 1,964                   
|CASH AND TEMPORARY
          INVESTMENTS, beginning of period                                                     | 6,627                       | 5,990                    | 9,331                    | 7,367                   
|                                                                                                                  |                             |                          |                          |                         
|CASH AND TEMPORARY
          INVESTMENTS, end of period                                                           | $  9,863                    | $ 
          6,627       | $  
          5,990      | $  
          9,331     
|                                                                                                                  |                             |                          |                          |                         
|                                                                                                                  |                             |                          |                          |                         
|SUPPLEMENTAL DISCLOSURE OF
          CASH FLOW INFORMATION:                                                       |                             |                          |                          |                         
|Cash
          payments for interest, net of amounts capitalized                                                  | $
           5,693          | $ 13,981                 | $ 13,254                 | $ 10,433                
|                                                                                                                  |                             |                          |                          |                         
|                                                                                                                  |                             |                          |                          |                         
|Cash
          payments for income taxes                                                                          | $    
          383         | $    
          690      | $  
          2,094      | $  
          5,011     
|                                                                                                                  |                             |                          |                          |                         

The accompanying
    notes are an integral part of these consolidated statements.

F-7

---



MILLER
    INDUSTRIES, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    DECEMBER 31, 2001

1.     ORGANIZATION AND NATURE OF OPERATIONS

Miller
    Industries, Inc. and subsidiaries ("the Company") is an integrated
    provider of vehicle towing and recovery equipment, systems and
    services.  The principal markets for the towing and recovery equipment
    are independent distributors and users of towing and recovery equipment
    located primarily throughout the United States, Canada, Europe, Asia, and
    the Middle East.  The Companys products are marketed under the brand
    names of Century, Challenger, Holmes, Champion, Eagle, Jige, Boniface,
    Vulcan, and Chevron.

The Company
    markets its towing and recovery services in the United States through its
    wholly-owned subsidiary RoadOne, Inc.

2.       LIQUIDITY

The towing
    and recovery equipment manufacturing and towing services industries are
    highly competitive.  Certain competitors may have substantially greater
    financial and other resources than the Company.  These industries are
    also subject to a number of external influences, such as general economic
    conditions, interest rate levels, consumer confidence, and general credit
    availability.Demand for the Companys
  equipment has been negatively impacted by cost pressures facing its
  customers.  Continuation of these pressures could impact the Companys
  ability to service its debt.

At December 31, 2001, the Company had shareholders’ equity of $84,843,000, which
included an accumulated deficit of $58,096,000, and had incurred net losses of $21,587,000, $6,434,000 and $73,143,000 during the
eight months ended December 31, 2001 and the two years ended April 30, 2001 and 2000, respectively.

The Company
    was in an over-advance position under its credit facility during the first
    quarter of 2002.  The Company negotiated certain amendments to the
    credit facility that waived the defaults and brought the Company back into
    compliance as of April 15, 2002, but the Company may continue to have
    difficulties in the future complying with such covenants, and in such event
    would have to seek additional waivers from its lenders.  Such waivers
    typically require payment of substantial additional fees, and there can be
    no assurance that the lenders will agree to any future waivers or
    amendments.  The Companys bank facilities are collateralized by
    liens on all of the Companys assets.  The liens give the lenders the
    right to foreclose on the assets of the Company under certain defined events
    of default and such foreclosure could allow the lenders to gain control of
    the operations of the Company.

As more fully disclosed in Note 7, the April 15, 2002 amendments will substantially
increase future interest rates at certain dates if amounts outstanding under the RoadOne portion of the revolving credit facility
exceed defined thresholds.  The amendments also reduce the maximum RoadOne revolver amount from $36.0
million to $34.0 million as of August 12, 2002 and to $30.0 million as of October 12, 2002.  Commencing March 31, 2003, the
borrowing limits will be further reduced by $3.0 million on a quarterly basis, with such reductions continuing until the limit
reaches zero on June 30, 2005.

F-8

---



While management believes that the Company will be able to meet its debt service
requirements during 2002, failure to achieve the Company’s cash flow projections could result in failure to comply with the
amended debt service requirements.  Such non-compliance would result in an event of default, which if not waived by the
lending groups would result in the acceleration of the amounts due under the credit facility as well as other
remedies.

Further, the Company’s compliance with the quarterly reductions in the RoadOne
revolver borrowing limits will most likely depend upon its ability to sell RoadOne assets at acceptable terms.  To the extent
that the required reductions in the outstanding balance under the RoadOne revolver are not met through operating cash flows or
sales of RoadOne assets, the Company would seek to refinance the remaining balances.  If the Company were unable to refinance
the credit facility on acceptable terms or find an alternative source of repayment for the credit facility, the Company’s
business and financial condition would be materially and adversely affected.  There is no assurance that the Company would be
able toobtain any such refinancing or that it would be able to sell assets on terms that are acceptable to the Company or at
all.

To improve liquidity and profitably, the Company has focused on cost reduction and expense
control, as well as other opportunities for improving operating cash flows. The Company has also disposed of certain
underperforming RoadOne assets and operations in order to improve liquidity and to reduce expenses and debt. The Company plans to
continue these efforts. The Company also continues to investigate financial alternatives with respect to the overall towing
services segment.

3.      
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of
    Estimates in the Preparation of Financial Statements

The
    preparation of financial statements in conformity with generally accepted
    accounting principles requires management to make estimates and assumptions
    that affect the reported amounts of assets and liabilities and disclosure of
    contingent assets and liabilities at the date of the financial statements
    and the reported amounts of revenues and expenses during the reporting
    period.  Actual results could differ from those estimates.

Consolidation

The
    accompanying consolidated financial statements include the accounts of
    Miller Industries, Inc. and its subsidiaries.  All significant
    intercompany transactions and balances have been eliminated.

Cash and
    Temporary Investments

Cash and
    temporary investments include all cash and cash equivalent investments with
    original maturities of three months or less, primarily consisting of
    overnight repurchase agreements.

Fair
    Value of Financial Instruments

The
    carrying values of cash and temporary investments, accounts receivable,
    accounts payable, and accrued liabilities are reasonable estimates of their
    fair values because of the short maturity of these financial
    instruments.  The carrying values of long-term obligations are
    reasonable estimates of their fair values based on the rates available for
    obligations with similar terms and maturities.

F-9

---



Inventories

Inventory
    costs include materials, labor, and factory overhead.  Inventories are
    stated at the lower of cost or market, determined on a first-in, first-out
    basis.  Inventories at December 31, 2001, April 30, 2001 and 2000
    consisted of the following (in thousands):

> December
>               31,
>               2001
>             April 30,
>               2001
>             April 30,
>               2000Chassis
>             $ 
>               8,157
>             $ 
>               8,650
>             $15,757Raw materials
>             12,187
>             14,133
>             16,226Work in process
>             9,614
>             10,544
>             14,487Finished goods
>             30,156
>             34,508
>             37,134$60,114
>             $67,835
>             $83,604

Property,
    Plant, and Equipment

Property,
    plant, and equipment are recorded at cost.  Depreciation for financial
    reporting purposes is provided using the straight-line method over the
    estimated useful lives of the assets.  Accelerated depreciation methods
    are used for income tax reporting purposes.  Estimated useful lives
    range from 20 to 30 years for buildings and improvements and 5 to 10 years
    for machinery and equipment, furniture and fixtures, and software
    costs.  Expenditures for routine maintenance and repairs are charged to
    expense as incurred.  Expenditures related to major overhauls and
    refurbishments of towing services equipment that extend the related useful
    lives are capitalized.  Internal labor is used in certain capital
    projects.

Property,
    plant, and equipment at December 31, 2001, April 30, 2001 and 2000
    consisted of the following (in thousands):

> December
>               31,
>               2001
>             April 30,
>               2001
>             April 30,
>               2000Land
>             $     
>               3,858
>             $     
>               4,052
>             $   
>               4,311Buildings and
>               improvements
>             19,672
>             22,444
>             22,656Machinery and equipment
>             58,633
>             58,256
>             75,320Furniture and fixtures
>             9,336
>             9,724
>             10,224Software costs
>             5,041
>             4,707
>             4,368Construction in progress
>             0
>             0
>             59196,540
>             99,183
>             117,470Less accumulated
>               depreciation
>             (43,418)
>             (40,619)
>             (47,186)$   
>               53,122
>             $   
>               58,564
>             $  70,284

The Company
    recognized $6,026,000,  $9,684,000, $13,898,000, and $12,565,000 in
    depreciation expense for the eight months ended December 31, 2001 and the
    fiscal years ended April 30, 2001, 2000 and 1999, respectively.

F-10

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The Company
    capitalizes costs related to software development in accordance with
    established criteria, and amortizes those costs to expense on a
    straight-line basis over five years.  System development costs not
    meeting proper criteria for capitalization are expensed as incurred.

Net
    Income (Loss) Per Share

Basic net
    income (loss) per share is computed by dividing net income (loss) by the
    weighted average number of common shares outstanding.  Diluted net
    income (loss) per share is calculated by dividing net income (loss) by the
    weighted average number of common and potential dilutive common shares
    outstanding.  Diluted net income per share takes into consideration the
    assumed exercise of outstanding stock options resulting in approximately
    190,000 potential dilutive common shares for the fiscal year ended April 30,
    1999.  Diluted net income per share for the eight months ended December
    31, 2001 and the fiscal years ended April 30, 2001 and 2000 does not reflect
    the assumed exercise of the stock options as the effect would be anti-dilutive.

On October
    1, 2001, the Company effected a one-for-five reverse common stock
    split.  All historical and per share amounts have been retroactively
    restated to reflect the reverse common stock split.

Goodwill
    and Long-Lived Assets

Goodwill is
    being amortized on a straight-line basis over periods ranging from 20 to 40
    years.  The Company periodically evaluates goodwill and long-lived
    assets for impairment in accordance with Statement of Financial Accounting
    Standards (SFAS) No. 121, Accounting for the Impairment of
    Long-Lived Assets and Long-Lived Assets to be Disposed Of and APB Opinion
    No. 17, Intangible Assets.  SFAS No. 121 requires the carrying
    value of long-lived assets and certain intangibles be reviewed for
    impairment when events or circumstances exist that indicate the carrying
    amount of the related assets may not be recoverable.

Patents,
    Trademarks, and Other Purchased Product Rights

The cost of
    acquired patents, trademarks, and other purchased product rights is
    capitalized and amortized using the straight-line method over various
    periods not exceeding 20 years.  Total accumulated amortization of
    these assets at December 31, 2001, April 30, 2001 and 2000 was
    $1,080,000, $961,000 and $788,000, respectively.  Amortization expense
    for the eight months ended December 31, 2001 and the fiscal years ended
    April 30, 2001, 2000 and 1999 was $119,000, $173,000, $134,000, and
    $152,000, respectively.

Deferred
    Financing Costs

Deferred
    financing costs are included in other assets and are amortized over the
    terms of the respective obligations.  Total accumulated amortization of
    deferred financing costs at December 31, 2001, April 30, 2001 and 2000 was
    $349,000, $2,968,000 and $841,000 respectively.  Amortization expense
    for the eight months ended December 31, 2001 and the fiscal years ended
    April 30, 2001, 2000 and
    1999 was $1,272,000, $2,127,000, $961,000, and $287,000 respectively, and is
    included in interest expense in the accompanying consolidated statements of
    operations.

F-11

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Accrued
    Liabilities and Other

Accrued
    liabilities and other consisted of the following at December 31, 2001 and
    April 30, 2001 and 2000 (in thousands):

> December
>               31,
>               2001
>             April 30,
>               2001
>             April 30,
>               2000Accrued wages,
>               commissions,
>                  bonuses, and benefits
>             $10,713
>             $12,665
>             $13,013Accrued income taxes
>             676
>             635
>             182Accrued special charges
>             1,089
>             2,023
>             4,459Accrued insurance
>             3,712
>             3,469
>             902Other
>             8,569
>             6,564
>             9,872$24,759
>             $25,356
>             $28,428

Stock-Based
    Compensation

The Company
    accounts for its stock-based compensation plans under Accounting Principles
    Board Opinion No. 25, Accounting for Stock Issued to Employees. 
    The Company has adopted the disclosure option of SFAS No. 123, Accounting
    for Stock-Based Compensation.  Accordingly, no compensation cost has
    been recognized for stock option grants since the options have exercise
    prices equal to the market value of the common stock at the date of grant.

Product
    Warranty

The Company
    provides a one-year limited product and service warranty on certain of its
    products.  The Company provides for the estimated cost of this warranty
    at the time of sale.  Warranty expense for the eight months ended
    December 31, 2001 and the fiscal years ended April 30, 2001, 2000 and 1999
    was $1,271,000, $2,126,000, $2,079,000, and $1,719,000, respectively.

Credit
    Risk

Financial
    instruments that potentially subject the Company to significant
    concentrations of credit risk consist principally of cash investments and
    trade accounts receivable.  The Company places its cash investments
    with high-quality financial institutions and limits the amount of credit
    exposure to any one institution.  The Companys trade receivables are
    primarily from independent distributors of towing and recovery equipment and
    towing service customers.  Such receivables are generally not
    collateralized for towing service customers.  The Company monitors its
    exposure for credit losses and maintains allowances for anticipated losses.

Revenue
    Recognition

Revenue is
    recorded by the Company when equipment is shipped to independent
    distributors or other customers.  Revenue from towing services is
    recognized when services are performed.

F-12

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Financial
    Instruments

SFAS No.
    133, Accounting for Derivative Instruments and Hedging Activities,
    establishes accounting and reporting standards requiring that every
    derivative instrument (including certain derivative instruments embedded in
    other contracts) be recorded in the balance sheet as either an asset or
    liability measured at its fair value.  Changes in the derivatives
    fair value are recognized currently in earnings unless specific hedge
    accounting criteria are met.  Special accounting for qualifying hedges
    allows a derivatives gains and losses to offset related results on the
    hedged item in the income statement, and requires that a company must
    formally document, designate, and assess the effectiveness of transactions
    that receive hedge accounting.  The adoption of SFAS No.133 did not
    have a material effect on the Companys financial statements.  See
    Note 8 for additional discussions.

Recent
    Accounting Pronouncements

In
    September 2000, the Emerging Issues Task Force (EITF) of the Financial
    Accounting Standards Board (FASB) reached a final consensus on Issue
    No. 00-10, Accounting for Shipping and Handling Fees and Costs. 
    EITF 00-10 was effective for the fiscal year ended April 30, 2001 and
    addresses the income statement classification of amounts charged to
    customers for shipping and handling, as well as costs incurred related to
    shipping and handling.  The Company classifies shipping and handling
    costs billed to the customer as revenues and costs incurred related to
    shipping and handling as cost of sales, which is in accordance with the
    consensus in EITF 00-10.

In June
    2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No.
    142 Goodwill and Other Intangible Assets (collectively the Standards). 
    The Standards will be effective for fiscal years beginning after December
    15, 2001.  Companies with fiscal years beginning after March 15, 2001
    may early adopt, but only as of the beginning of that fiscal year and only
    if all existing goodwill is evaluated for impairment by the end of that
    fiscal year.  SFAS No. 141 will require companies to recognize acquired
    identifiable intangible assets separately from goodwill if control over the
    future economic benefits of the asset results from contractual or other
    legal rights or the intangible asset is capable of being separated or
    divided and sold, transferred, licensed, rented, or exchanged.  The
    Standards will require the value of a separately identifiable intangible
    asset meeting any of the criteria to be measured at its fair value. 
    SFAS No. 142 will require that goodwill not be amortized and that amounts
    recorded as goodwill be tested for impairment.  Upon adoption of SFAS
    No. 142, goodwill will be reduced if it is found to be impaired. 
    Annual impairment tests will have to be performed at the lowest level of an
    entity that is a business and that can be distinguished, physically and
    operationally and for internal reporting purposes, from the other
    activities, operations, and assets of the entity.  Based on the current
    levels of goodwill, the adoption of the Standards in calendar 2002 would
    decrease annual amortization expense by approximately $1.0 million through
    the elimination of goodwill amortization.  However, the Company has not
    yet determined the impact of the new goodwill impairment standards.

In
    addition, in October 2001, the FASB issued SFAS No. 144, Accounting for the
    Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses (i)
    the recognition and measurement of the impairment of long-lived assets to be
    held and used and (ii) the measurement of long-lived assets to be disposed
    of by sale.SFAS No. 144 differs from SFAS No.
    121 by clarifying impairment testing and excluding goodwill.  In
    addition, SFAS No. 144 supersedes the accounting and reporting provisions of
    APB No. 30, Reporting the Results of Operations - Reporting the Effects
    of Disposal of a Segment of a Business, and Extraordinary, Unusual and
    Infrequently Occurring Events and Transactions, for segments of a
    business to be disposed of.  However, SFAS No. 144 retains APB No. 30s
    requirement that entities report discontinued operations separately from
    continuing

F-13

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operations and extends that reporting requirement to "a
    component of an entity" that either has been disposed of (by sale,
    abandonment, or in a distribution to owners) or is classified as "held
    for sale".  SFAS No. 144 is effective for fiscal years beginning
    after December 15, 2001.  The Company is currently assessing the impact
    of the adoption of SFAS No. 144.

4.     
    FISCAL YEAR CHANGE

Effective
    December 31, 2001, the Company changed its fiscal year end from April 30 to
    December 31.  The table below summarizes selected financial data for
    the eight months ended December 31, 2001 and December 31, 2000.

Eight
              months
              ended
              December 31, 2001
            Eight
              months ended
              December 31, 2000
              (unaudited)(in
              thousands)Net Sales
            $303,953
            $330,565Depreciation and
              amortization
            7,183
            7,690Special charges and other
              operating
                  expenses, net
            16,672
            0Operating income (loss)
            (12,420)
            1,765Interest expense, net
            7,324
            11,337Income (loss) before
              taxes
            (19,744)
            (9,572)


5.      
    BUSINESS COMBINATIONS

All
    businesses that were acquired were accounted for under the purchase method
    of accounting and are included in the accompanying consolidated financial
    statements from the dates of acquisition.  Any excess of the aggregate
    purchase price over the estimated fair value of identifiable net assets
    acquired has been recognized as a component of goodwill in the accompanying
    consolidated financial statements.

During
    fiscal 1999, the Company purchased 35 towing services companies for an
    aggregate purchase price of $29,571,000, which consisted of $21,305,000 in
    cash, $950,000 in promissory notes, and $7,316,000 (246,581 shares) of
    common stock.  The excess of the aggregate purchase price over the
    estimated fair value of identifiable net assets acquired was approximately
    $20,058,000.

During
    fiscal 2000, the Company purchased three towing services companies for an
    aggregate purchase price of $3,392,000, which consisted of $2,434,000 in
    cash and $958,000 in promissory notes.  The excess of the aggregate
    purchase price over the estimated fair value of identifiable net assets
    acquired was approximately $2,222,000.



F-14

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The
    following unaudited pro forma summary combines the results of operations of
    all 1999 purchase combinations and the Company as if these combinations had
    occurred at the beginning of fiscal 1999, after giving effect to certain
    adjustments, including amortization of intangible assets and related income
    tax effects.  The pro forma effect of the fiscal 2000 acquisitions is
    not material.  The pro forma summary does not necessarily reflect the
    results of operations as they would have been if the Company and these
    acquisitions had constituted a single entity during these periods (in
    thousands, except per share data).

> Year ended
>             April 30, 1999As Reported
>           Pro
>             Forma
>             (Unaudited)Net sales
>           $526,195
>           $542,167Net income
>           $   
>             2,206
>           $   
>             3,957Diluted net
>             income per share
>           $    
>             0.23
>           $     
>             0.37

6.      
    SPECIAL CHARGES AND DISPOSITIONS OF TOWING SERVICES ASSETS

During the
    eight months ended December 31, 2001, and the fiscal year ended April 30,
    2000, the Company recorded special charges and other net operating expenses,
    for asset impairments and the rationalization of certain operations, as
    follows (in thousands):

December
            31,
            2001
          
          April 30,
            2000Towing Services:Impairment of goodwill
          $10,778
          
          $50,542Impairment of long-lived assets
          2,644
          
          18,576Rationalization of operations
          
          
          6,041


13,422
          
          75,159Towing and Recovery
            Equipment:
          
          
          Impairment of goodwill
          1,480
          
          4,967Impairment of long-lived assets
          1,770
          
          2,7703,250
          
          7,737$16,672
          
          $82,896


During the
    twelve months ended April 30, 2000, the Company announced plans to
    rationalize its towing services operations.  The Company recorded
    pretax, special charges of $6,041,000 for costs related to the
    rationalization.  These charges include approximately $4,589,000 for
    the cost of early termination of certain employment contracts, approximately
    $857,000 for the cost of early termination of facility leases and $595,000
    for losses on the disposal of certain excess equipment and

F-15

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other
    property-related charges.  At December 31, 2001, execution of the
    rationalization plan was complete and approximately $4,952,000 had been
    charged against the related reserves.  The remaining reserve will be
    utilized as payments are made under the terms of employment termination
    agreements and facility leases.

The Company
    periodically reviews the carrying amount of long-lived assets and goodwill
    in both its towing services and towing equipment segments to determine if
    those assets may be recoverable based upon the future operating cash flows
    expected to be generated by those assets.  As a result of such review
    during  the eight months ended December 31, 2001 and the fiscal year
    ended April 30, 2000, the Company concluded that the carrying value of such
    assets in certain towing services markets and certain assets within the
    Companys towing and recovery equipment segment were not fully
    recoverable.

Impairment
    charges of $10,778,000 and $50,542,000 were recorded for the eight months
    ended December 31, 2001 and the fiscal year ended April 30, 2000,
    respectively, to write-down the goodwill in certain towing services markets
    to their estimated fair value.  Additionally, charges of $2,644,000 and
    $18,576,000 were recorded for the eight months ended December 31, 2001 and
    the fiscal year ended April 30, 2000 to write-down the carrying value of
    certain long-lived assets (primarily property and equipment) in related
    markets to estimated fair value.  The Company determined fair value for
    these assets on a market by market basis taking into consideration various
    factors affecting the valuation in each market.

The Company
    also reviewed the carrying values of the goodwill associated with certain
    investments within its towing and recovery equipment segment.  This
    evaluation indicated that the recorded amounts of goodwill for certain of
    these investments were not fully recoverable.  Impairment charges of
    $1,480,000 and $4,967,000 were recorded to reduce the carrying amounts of
    the goodwill to estimated fair value at December 31, 2001 and April 30,
    2000, respectively.  The Company recorded $1,770,000 and $2,770,000 of
    additional costs related to the write-down of the carrying value of other
    long-lived assets of its towing and recovery equipment segment for the eight
    months ended December 31, 2001 and the twelve months ended April 30, 2000.

During the
    eight months ended December 31, 2001 and the fiscal year ended April 30,
    2001, the Company continued its efforts to reduce expenses in the towing
    services segment.  As a part of these efforts,
    the Company disposed of assets in two underperforming markets during the
    eight months ended December 31, 2001 and 11 underperforming markets during
    the year ended April 30, 2001.  Total proceeds from these sales were
    approximately $1,447,000 and $5,186,000, respectively.  No significant
    gains or losses were realized upon the sale of these assets. 
    Subsequent to December 31, 2001, the Company sold assets in two additional
    underperforming market, as well as certain other fixed assets, for proceeds
    of approximately $1,266,000.  The Company continues to investigate
    financial alternatives with respect to the overall towing services segment
    to enhance shareholder value.

Accumulated
    amortization of goodwill was $4,373,000,  $4,550,000 and $3,073,000 at
    December 31, 2001, April 30, 2001 and 2000, respectively. 
    Amortization expense for the eight months ended December 31, 2001 and the
    fiscal years ended April 30, 2001, 2000 and 1999, was $1,023,000,
    $1,556,000, $2,791,000, and $2,476,000, respectively.

In
    accordance with SFAS No. 121 and APB No. 17, the Company wrote-off goodwill
    and long-lived assets of $3,250,000 and $7,737,000 associated with the
    towing and recovery equipment segment as of December 31, 2001 and April 30,
    2000, respectively.  Additionally, during the eight months ended

F-16

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December 31, 2001 and the fiscal year ended April 30, 2000, the Company
    wrote-off goodwill and long-lived assets associated with the towing services
    segment of $13,422,000 and $69,118,000, respectively.  Management
    believes its long-lived assets are appropriately valued following the
    impairment charges.

7.      
    LONG-TERM OBLIGATIONS AND LINE OF CREDIT

Long-Term
    Obligations

Long-term
    obligations consisted of the following at December 31, 2001, April 30,
    2001 and 2000 (in thousands):

December 31,
            2001
          April
            30, 
            2001
          April
            30, 
            2000Outstanding borrowings
            under senior credit facility
          $85,463
          $100,000
          $126,000Outstanding borrowings
            under subordinatedsecured facility
          14,000
          0
          0Mortgage notes payable,
            weighted average interest rate of 4.35%, payable in monthly
            installments, maturing 2003 to 2011
          1,674
          2,568
          2,909Equipment notes payable,
            weighted average interest rate of 12.51%, payable in monthly
            installments, maturing 2002 to 2005
          822
          926
          3,083Other notes payable,
            weighted average interest rate of 6.49%, payable in monthly
            installments, maturing 2002 to 2006
          2,008
          2,840
          3,276


103,967
          106,334
          135,268Less current portion
          (12,405)
          (7,213)
          (15,949)$91,562
          $ 99,121
          $119,319


Certain
    equipment and manufacturing facilities are pledged as collateral under the
    mortgage and equipment notes payable.

Credit
    Facilities

In July
    2001, the Company entered into a new four year senior credit facility (the
    Credit Facility) with a syndicate of lenders to replace the existing credit facility.  As part of this agreement, the
    existing credit
    facility was reduced with proceeds from the Credit Facility and amended to
    provide for a $14.0 million subordinated secured facility.   The Credit
    Facility originally consisted of a $102.0 million revolving credit facility and an $8.0
    million term loan.   The revolving credit facility provides for
    separate and distinct loan commitment levels for the Company's towing and
    recovery equipment segment and RoadOne segment, respectively.  At
    December 31, 2001, $40.2 million and $38.1 million, respectively were
    outstanding under the towing and recovery segment and RoadOne portions of
    the revolving credit facility.  In addition,  $7.2 million was outstanding under the
    senior term loan, and $14.0 million was outstanding under the subordinated
    secured facility.

Availability
    under the revolving Credit Facility is based on a formula of eligible
    accounts receivable, inventory and fleet vehicles as separately calculated
    for the towing and recovery equipment segment and the RoadOne segment,
    respectively.  Borrowings under
    the term loan are collateralized by the Companys

F-17

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property, plant, and
    equipment.  The Company is required to make monthly amortization
    payments on the term loan of $167,000.  The Credit Facility bears
    interest at the option of the Company at either the rate of LIBOR plus 2.75%
    or prime rate (as defined) plus 0.75% on the revolving portion and LIBOR
    plus 3.0% or prime rate (as defined) plus 1.0% on the term portion.

The
    CreditFacilitymatures in July 2005 and is collateralized by substantially all the assets
    of the Company.  The Credit Facility contains requirements relating to
    maintaining minimum excess availability at all times and minimum quarterly
    levels of earnings before income taxes, depreciation and amortization (as
    defined) and a minimum quarterly fixed charge coverage ratio (as
    defined).  In addition, the Credit Facility contains restrictions on
    capital expenditures, incurrence of indebtedness, mergers and acquisitions,
    distributions and transfers and sales of assets.  The Credit Facility
    also contains requirements related to weekly and monthly collateral
    reporting.

Thesubordinatedsecured facility is by its terms expressly subordinated only to the Credit
    Facility.  The subordinated secured facility matures in July 2003 and
    bears interest at 6.0% over the prime rate.  The Company is required to
    make quarterly amortization payments on the subordinated secured facility of
    $875,000 beginning not later than May 2002 provided that certain conditions
    are met, including satisfying a fixed charge coverage ratio test and a
    minimum availability limit.  The subordinated secured facility is
    collateralized by certain specified assets of the Company and by a second
    priority lien and security interest in substantially all other assets of the
    Company.  The subordinated secured facility contains requirements for
    certain fees to be paid at six month intervals beginning in January 2002
    based on the outstanding balance of the subordinated secured facility at the
    time.  The subordinated secured facility also contains provisions for
    the issuance of warrants for up to0.5%
    of the outstanding shares of the Companys common stock in July 2002 and
    up to an additional 1.5% in July, 2003.  The number of warrants which
    may be issued would be reduced pro rata as the balance of the subordinated
    secured facility is reduced.

Thesubordinatedsecured credit facility contains, among other restrictions, requirements for
    the maintenance of certain financial covenants and imposes restrictions on
    capital expenditures, incurrence of indebtedness, mergers and acquisitions,
    distributions and transfers and sales of assets.

2002
    AmendmentsThe Company was in an over-advance position under its credit facility during the first quarter of 2002.  On February 28,
2002 the Company entered into a Forbearance Agreement and First Amendment to Credit Agreement with the lenders under the Credit
Facility, as amended by that certain Amendment to Forbearance Agreement dated as of March 18, 2002 and that certain Second
Amendment to the Forbearance Agreement dated as of March 29, 2002 (as so amended, the “Forbearance Agreement”). 
As a result of a revised asset appraisal conducted by the senior lenders, the senior lenders determined that the amounts
outstanding under the Credit Facility should be lowered below the amount then outstanding under the Credit Facility, causing the
Company to be over-advanced on its line of credit which resulted in the occurrence of an event of default under the Credit Facility
and a corresponding event of default under the Junior Credit Facility.  The Forbearance Agreement and subsequent amendments
waived the Company’s overadvance under the Credit Facility and amended the terms of the credit agreement
to, among other things, (i) permanently reduce the commitment levels to $42.0 million
    for the towing and recovery equipmemt segment and $36.0 million for the
    RoadOne segment portion of the revolving credit facility and
$6,611,000 for the term loan facility, (ii) eliminate the Company’s ability to borrow funds at a LIBOR rate of interest, and
(iii) increase the interest rate to a floating rate of interest equal to the prime rate plus 2.75%.

F-18

---



On April 15, 2002 the Company amended the Credit Facility, pursuant to which, among other things:
(i) the senior lenders waived
the overadvance event of default and other events of default, (ii) interest on advances will be charged at the prime rate (as
defined) plus 2.75% on the revolving portion and the term portion, subject to substantial upward adjustments in the interest rate
on and after certain specified dates based on the amounts outstanding under the revolving loan commitment relating to RoadOne
(escalating at generally quarterly intervals from prime plus 4.50% as of October 1, 2002 to prime plus 14.00% as of April 1, 2005)
and (iii) the revolving loan commitment amount relating to RoadOne is subject to mandatory reductions over time commencing August
12, 2002, which reductions will require a mandatory repayment of portions of outstanding loans at specified dates and the failure
to timely make such repayments shall result in an event of default under the bank credit agreements.  The RoadOne revolving
commitment amount, which was set at $36.0 million through the April 15, 2002 amendment, is scheduled to be reduced as
follows:  August 12, 2002 – to $34.0 million; October 2, 2002 – to $30.0 million; March 31, 2003 – to $27.0
million; thereafter – quarterly reductions of $3.0 million through June 30, 2005.  On April 15, 2002 the Company also
amended the Junior Credit Facility, pursuant to which, among other things, (i) the junior lenders waived the events of default, and
(ii) extended the time for payment of certain scheduled amortization payments.  On April 15, 2002, the junior lender agent,
the senior lender agent and the Company entered into an Amended and Restated  Intercreditor and Subordination Agreement,
pursuant to which, among other things, subject to certain terms and conditions, the junior lenders have agreed to defer the
required payment of amortization payments under the Junior Credit Facility until November 20, 2002, April 5, 2003 and May 20,
2003.

The Company may continue to have difficulties in the future making the mandatory repayments and complying with such covenants,
and in such event would have to seek additional waivers from its lenders.  Such waivers typically require payment of
substantial additional fees, and there can be no assurance that the lenders will agree to any future waivers or amendments. 
The Company’s bank facilities are collateralized by liens on all of the Company’s assets.  The liens give the
lenders the right to foreclose on the assets of the Company under certain defined events of default and such foreclosure could
allow the lenders to gain control of the operations of the Company.

The Company
    believes that it will be able to maintain compliance with the financial
    covenants established by the April 2002 credit facility amendment, which
    will allow the Company to maintain sufficient liquidity in 2002 to fund
    operations.  Failure to achieve the Companys revenue and income
    projections could result in failure to comply with the amended debt service
    requirements.  Such
    non-compliance would result in an event of default, which if not waived by
    the lending groups would result in the acceleration of the amounts due under
    the credit facility as well as other remedies.  Under these
    circumstances the Company could be required to find alternative funding
    sources, such as sale of assets or other financing sources.  If the
    Company were unable to refinance the credit facility on acceptable terms or
    find an alternative source of repayment for the credit facility, the Companys
    business and financial condition would be materially and adversely
    affected.  There is no assurance that the Company would be able to
    obtain any such refinancing or that it would be able to sell assets on terms
    that are acceptable to the Company or at all.

F-19

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Future
    maturities of long-term obligations at December 31, 2002 after giving effect
    to the April 15, 2002 amendments are as follows (in thousands):

2002
          $12,4052003
          28,8492004
          14,4122005
          47,5782006
          132Thereafter
          591$103,967


8.      
    FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

SFAS No.
    133 Accounting for Derivative Instruments and Hedging Activities,
    establishes accounting and reporting standards requiring that every
    derivative instrument (including certain derivatives embedded in other
    contracts) be recorded in the balance sheet as either an asset or liability
    measured at its fair value.  SFAS No. 133 requires that changes in the
    derivatives fair value be recognized currently in earnings unless specific
    hedge criteria are met.  Special accounting for qualifying hedges
    allows a derivatives gains and losses to offset related results on the
    hedged item on the income statement, and requires that the Company must
    formally document, designate, and assess the effectiveness of transactions
    that receive hedge accounting.

In October
    2001, the Company obtained interest rate swaps as required by terms in its
    Credit Facility to hedge exposure to market fluctuations.  The interest
    rate swaps cover $40.0 million in notional amounts of variable rate debt and
    with fixed rates ranging from 2.535% to 3.920%.  The swaps expire
    annually from October 2002 to October 2004.  Because the Company hedges
    only with derivatives that have high correlation with the underlying
    transaction pricing, changes in derivatives fair values and the underlying
    pricing largely offset.  The hedges were deemed to be fully effective
    resulting in a pretax loss of $12,000 recorded in Other Comprehensive Loss
    at December 31, 2001.  Upon expiration of these hedges, the amount
    recorded in Other Comprehensive Loss will be reclassified into earnings as
    interest   Subsequent to year end, the borrowing base was
    converted from LIBOR to prime, which rendered the swap ineffective as a
    hedge.  Accordingly, concurrent with the conversion, the Company
    prematurely terminated the swap in February 2002 at a cost of
    $341,000.  The resulting loss will be recorded in Other Comprehensive
    Loss in February 2002 and reclassified to earning as interest expense over
    the term of the Credit Facility.

At December
    31, 2001, the Company had no other derivative instruments or hedging
    transactions.

9.      
    STOCK-BASED COMPENSATION PLANS

In
    accordance with the Companys stock-based compensation plans, the Company
    may grant incentive stock options as well as non-qualified and other
    stock-related incentives to officers, employees, and non-employee directors
    of the Company.  Options vest ratably over a two to four-year period
    beginning on the grant date and expire ten years from the date of
    grant.  Shares available for granting options at December 31, 2001,
    April 30, 2001 and 2000 were approximately 0.4 million, 0.5 million and 0.3
    million, respectively.

F-20

---



A summary
    of the activity of stock options for the eight months ended December 31,
    2001 and the years ended April 30, 2001, 2000, and 1999 is presented below
    (shares in thousands):

|                                                                      | December
          31, 2001             | April 30,
          2001                                      | April 30,
          2000                | April 30,
          1999                                     
|--------------------------------------------------------------------- | --------------------------------------- | ------------------------------------------------------------- | --------------------------------------- | -------------------------------------------------------------
|                                                                      |                                         |                                                               |                                         |                                                              
|                                                                      | Shares
          Under
          Option | Weighted
          Average
          Exercise
          Price | Shares
          Under
          Option | Weighted
          Average
          Exercise
          Price
|                                                                      |                                         |                                                               |                                         |                                                              
|Outstanding at
          Beginning 
             of Period            | 789                                     | $23.36                                                        | 1,010                                   | $32.61                                                       
|Granted                                                               | 175                                     | 3.38                                                          | 100                                     | 6.11                                                         
|Exercised                                                             |                                        |                                                              | (1)                                     | 11.67                                                        
|Forfeited                                                             | (16)                                    | 34.43                                                         | (320)                                   | 47.20                                                        
|                                                                      |                                         |                                                               |                                         |                                                              
|Outstanding at End of
          Period                                | 948                                     | $19.49                                                        | 789                                     | $23.36                                                       
|                                                                      |                                         |                                                               |                                         |                                                              
|                                                                      |                                         |                                                               |                                         |                                                              
|Options exercisable at year
          end                             | 646                                     | $25.18                                                        | 588                                     | $25.76                                                       
|                                                                      |                                         |                                                               |                                         |                                                              
|Weighted average fair value
          of
             options granted |                                         | $1.92                                                         |                                         | $3.60                                                        

A summary
    of options outstanding under the Companys stock-based compensation plans
    at December 31, 2001 is presented below (shares in thousands):

|Exercise
          Price Range | Shares
          Under
          Option | Weighted
          Average
          Exercise Price of
          Options Outstanding | Weighted
          Average
          Remaining Life | Options
          Exercisable | Weighted
          Average
          Exercise Price of 
          Shares Exercisable
|------------------------------ | --------------------------------------- | ------------------------------------------------------------------------------------ | --------------------------------------------------- | ----------------------------- | ------------------------------------------------------------------------------------
|                               |                                         |                                                                                      |                                                     |                               |                                                                                     
|$  3.05                        |                                        | $17.50                                                                               | 556                                                 | $  
          8.14            | 6.6                                                                                 
|18.89                          |                                        | 27.41                                                                                | 181                                                 | 20.36                         | 4.6                                                                                 
|28.75                          |                                        | 38.75                                                                                | 101                                                 | 34.87                         | 5.9                                                                                 
|43.96                          |                                        | 64.38                                                                                | 76                                                  | 55.63                         | 4.8                                                                                 
|67.50                          |                                        | 84.06                                                                                | 34                                                  | 74.14                         | 5.2                                                                                 
|                               |                                         |                                                                                      |                                                     |                               |                                                                                     
|Total                          | 948                                     | $19.49                                                                               | 5.9                                                 | 646                           | $25.18                                                                              
|                               |                                         |                                                                                      |                                                     |                               |                                                                                     

For SFAS
      No. 123 purposes, the fair value of each option grant has been
      estimated as of the date of grant using the Black-Scholes option-pricing
      model with the following weighted average assumptions for grants in the
      eight months ended December 31, 2001 and the fiscal years ended April 30,
      2001, 2000, and 1999, respectively: expected dividend yield of 0%;
      expected volatility of 72%, 71%, 59%, and 52%; risk-free interest rate of
      4.28%, 6.10%, 6.13%, and 5.23%; and expected lives of 5.0 years for the
      eight months ended December 31, 2001 and 5.5 years for the fiscal years
      ended April 30, 2001, 2000, and 1999.  Using these assumptions, the
      fair value of options granted in the eight months ended December 31, 2001
      and the fiscal years ended April 30, 2001, 2000, and 1999 is approximately
      $355,000, $300,000, $1,259,000, and $3,255,000, respectively, which would
      be amortized as compensation expense over the vesting period of the
      options.





F-21

---



Had
      compensation cost for stock option grants in the eight months ended
      December 31, 2001 and the fiscal years ended April 30, 2001, 2000, and
      1999 been determined based on the fair value at the grant dates consistent
      with the method prescribed by SFAS No. 123, the Companys net
      income and net income per share would have been adjusted to the pro forma
      amounts indicated below:

December
            31,
            2001
          April 30,
            2001
          April 30,
            2000
          April 30,
             1999Net (loss) income (in
            thousands):As
            reported
          $(21,587)
          $(6,434)
          $(73,143)
          $2,206Pro
            forma
          (21,361)
          (8,217)
          (75,739)
          (614)Basic net (loss) income per
            share:As
            reported
          $   
            (2.31)
          $  (0.69)
          $   (7.83)
          $  0.24Pro
            forma
          (2.29)
          (0.88)
          (8.11)
          (0.07)Diluted net (loss) income
            per share:As
            reported
          $   
            (2.31)
          $  (0.69)
          $   (7.83)
          $  0.23Pro
            forma
          (2.29)
          (0.88)
          (8.11)
          (0.07)


10.    
      COMMITMENTS AND CONTINGENCIES

Commitments

The
      Company has entered into various operating leases for buildings, office
      equipment, and trucks.  Rental expense under these leases was
      $8,423,000, $13,753,000, $14,612,000, and $11,633,000, for the eight
      months ended December 31, 2001 and the fiscal years ended April 30, 2001,
      2000 and 1999, respectively.  The lease and rental expense includes
      approximately $1,000,000 annually in payments to former owners of
      businesses that the Company has acquired and covers properties used in
      the acquired business operations.

At
      December 31, 2001, future minimum lease payments under non-cancelable
      operating leases for the next five fiscal years are as follows (in
      thousands):

2002
            $9,6302003
            6,1872004
            4,3602005
            2,6232006
            1,295


Contingencies

The
      Company is, from time to time, a party to litigation arising in the normal
      course of business.  Management believes that the Company maintains
      adequate insurance coverage and as a result, none of these actions,
      individually or in aggregate, are expected to have a material adverse
      effect on the financial position or results of operations of the Company.



F-22

---



11.    
      INCOME TAXES

Deferred
      tax assets and liabilities are determined based on the differences between
      the financial and tax bases of existing assets and liabilities using the
      currently enacted tax rates in effect for the year in which the
      differences are expected to reverse.

The
      (benefit) provision for income taxes consisted of the following for the
      eight months ended December 31, 2001 and the years ended April 30, 2001,
      2000 and 1999 (in thousands):

December 31,
 2001
          April 30,
 2001
          April 30,
 2000
          April 30,
 1999Current:Federal
          $        
            0
          $(2,172)
          $  (2,550)
          $(2,855)State
          319
          0
          1,400
          (336)Foreign
          388
          200
          572
          409707
          (1,972)
          (578)
          (2,782)Deferred:Federal
          (5,373)
          $    (899)
        
        $(11,278)
        4,498State
          (246)
          (360)
          (1,327)
          529Foreign
          (356)
          57
          (125)
          27Change
            in valuation
                     allowance
        
          7,111
        --
          --
          --1,136
          (1,202)
          (12,730)
          5,054$    1,843
          $(3,174)
          $(13,308)
          $ 2,272


The
      principal differences between the federal statutory tax rate and the
      consolidated effective tax rate for 2001, 2000, and 1999 were as follows:

December 31,
            2001
          April
            30, 
            2001
          April 30,
            2000
          April 30,
            1999Federal statutory tax rate
          (34.0)%
          (34.0)%
          (34.0)%
          34.0%State taxes, net of federal
            tax benefit
          (0.2)
          0.0
          0.0
          4.0Non-deductible goodwill
            amortization and
                impairment charges
          8.3
          3.7
          16.3
          17.2Other
          (0.8)
          (2.7)
          2.3
          (4.5)Change in valuation allowance
          36.0
          --
          --
          --Effective tax rate
          9.3%
          (33.0)%
          (15.4)%
          50.7%






F-23

---



Deferred
      income tax assets and liabilities at December 31, 2001 and April 30, 2001
      and 2000 reflect the impact of temporary differences between the amounts
      of assets and liabilities for financial reporting and income tax reporting
      purposes.  Temporary differences and carry forwards which give rise
      to deferred tax assets and liabilities at December 31, 2001 April 30,
      2001 and 2000 are as follows (in thousands):

December 31,
            2001
          April 30,
            2001
          April
            30, 
            2000Deferred tax assets:Allowance
            for doubtful accounts
          $  1,149
          $    
            724
          $  1,020Accruals
            and reserves
          5,892
          4,526
          5,500Federal
            net operating loss carryforward
          15,776
          12,482
          7,884Deductible
            goodwill and impairment charges
          4,758
          948
          2,296Other
          1,545
          1,667
          842Total
            deferred tax assets
          29,120
          20,347
          17,542Less
            valuation allowance
        
          (7,111)
        --
          --Net
            deferred tax asset
          22,009
          20,347
          17,542Deferred tax liabilities:Property,
            plant, and equipment
          7,454
          7,433
          5,203Other
          5,162
          2,386
          3,013Total
            deferred tax liabilities
          12,616
          9,819
          8,216Net deferred tax asset
          $9,393
          $10,528
          $  9,326


As of
      December 31, 2001, the Company had federal net operating loss
      carryforwards of approximately $46.4 million which will expire between
      2004 and 2022.  In addition, the Company had charitable contributions
      and capital loss carryforwards of $1.4 million that may be carried forward
      through 2006 and an AMT credit carryforward of $0.2 million, which may be
      carried forward indefinitely.

The
        deferred tax asset valuation of $7.1 million was established as of
        December 31, 2001.  The allowance reflects the Companys
        recognition that continuing losses from operations and certain liquidity
        matters discussed in Note 2 indicate that it is more likely than not
        than certain future tax benefits will not be realized as a result of
        future taxable income.

As of
        December 31, 2001, the Company has state net operating loss
        carryforwards of approximately $64.5 million.  As the Company
        believes that realization of the benefit of these state losses is
        remote, it has not recorded deferred tax assets associated with these
        losses.

In March
      2002, the United States Congress enacted revisions to the tax laws
      currently in effect at December 31, 2001.  The changes in these
      regulations allow net operating losses to be carried back to offset
      taxable income for five preceding years.  The five-year carryback for
      net operating losses generated in the tax year ended April 30, 2001 will
      result in a receivable of approximately $4.2 million during the quarter
      ended March 31, 2002.

F-24

---



12.    
      PREFERRED STOCK

The
      Company has authorized 5,000,000 shares of undesignated preferred stock
      which can be issued in one or more series.  The terms, price, and
      conditions of the preferred shares will be set by the board of
      directors.  No shares have been issued.

13.    
      EMPLOYEE BENEFIT PLANS

During
      1996, the Company established a contributory retirement plan for all
      full-time employees with at least 90 days of service. Effective January 1,
      1999, the Company split the plan into two identical plans by operating
      segment.  These plans are designed to provide tax-deferred income to
      the Companys employees in accordance with the provisions of Section
      401(k) of the Internal Revenue Code.

These
      plans provide that each participant may contribute up to 15% of his or her
      salary.  The Company matches 33.33% of the first 3% of participant
      contributions.  Matching contributions vest over a period of five
      years.  Company contributions to the plans were not significant in
      2001, 2000, and 1999.

















F-25

---



14.   SEGMENT
      INFORMATION

The
      Company operates in two principal operating segments:  (i) towing and
      recovery equipment and (ii) towing services.  The accounting policies
      of the reportable segments are the same as those described in
      Note 3.  Management evaluates the performance of its operating
      segments separately to individually monitor the different factors
      affecting performance.  The Company measures the performance of its
      operating segments based on net sales, operating income, and profit or
      loss before taxes.  Income taxes are managed on a Company-wide
      basis.

Towing and
            Recovery Equipment
          Towing
            
            Services
          Eliminations
          Consolidated(In
            Thousands)Eight months ended
            December 31, 2001:Net sales-external
          $203,000
          $100,953
          $           
            0
          $303,953Net sales-intersegment
          577
          0
          (577)
          0Depreciation and
            amortization
          3,077
          4,106
          0
          7,183Special charges and other
            operating
                expenses, net
          3,250
          13,422
          0
          16,672Operating
            income (loss)
          3,122
          (15,600)
          58
          (12,420)Interest expense, net
          3,919
          3,405
          0
          7,324Income (loss) before income
            taxes
          (747)
          (19,055)
          58
          (19,744)Capital expenditures
          578
          2,250
          0
          2,828Total assets
          242,633
          76,108
          (65,778)
          252,963Fiscal year ended
            April 30, 2001:Net sales-external
          $313,207
          $182,255
          $          
            0
          $495,462Net sales-intersegment
          746
          0
          (746)
          0Depreciation and
            amortization
          4,747
          6,686
          0
          11,433Operating income (loss)
          11,017
          (3,945)
          54
          7,126Interest expense, net
          9,252
          7,482
          0
          16,734Income (loss) before income
            taxes
          1,765
          (11,427)
          54
          (9,608)Capital expenditures
          1,604
          2,018
          0
          3,622Total assets
          248,886
          96,332
          (63,931)
          281,287Fiscal year ended
            April 30, 2000:Net sales-external
          $374,187
          $207,942
          $          
            0
          $582,129Net sales-intersegment
          385
          0
          (385)
          0Depreciation and
            amortization
          4,082
          12,750
          0
          16,832Special charges and other
            operating
                expenses, net
          7,737
          75,159
          0
          82,896Operating income (loss)
          10,356
          (82,728)
          (50)
          (72,422)Interest expense, net
          7,821
          6,208
          0
          14,029Income (loss) before income
            taxes
          2,534
          (88,935)
          (50)
          (86,451)Capital expenditures
          4,108
          4,504
          0
          8,612Total assets
          271,300
          112,040
          (59,646)
          323,694






F-26

---





Fiscal year ended
              April 30, 1999:Net sales-external
            $342,651
            $183,544
            $          
              0
            $526,195Net sales-intersegment
            4,850
            0
            (4,850)
            0Depreciation and
              amortization
            3,566
            11,647
            0
            15,213Operating income
            15,417
            430
            (424)
            15,423Interest expense, net
            5,439
            5,506
            0
            10,945Income (loss) before
              income taxes
            9,977
            (5,075)
            (424)
            4,478Capital expenditures
            7,170
            11,828
            0
            18,998Total assets
            257,959
            187,084
            (52,563)
            392,480


Total net
      sales to foreign countries were not significant in 2001, 2000, and
      1999.  Total assets located in foreign countries were not significant
      at December 31, 2001, April 30, 2001, 2000, and 1999.

15.   QUARTERLY
      FINANCIAL INFORMATION (UNAUDITED)

The
      following is a summary of the unaudited quarterly financial information
      for the twelve months ended December 31, 2001 and 2000 (in thousands,
      except per share data):

|                                          | Net
            Sales | Operating
            Income
            (Loss) |     | Net
            Income
            (Loss)(a) |     | Basic
            Net
            Income
            (Loss)
            Per
            Share |  | Diluted
            Net
            Income
            (Loss) Per
            Share | 
|----------------------------------------- | --------------------- | ----------------------------------------------- | --- | -------------------------------------------- | --- | --------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- | 
|                                          |                       |                                                 |     |                                              |     |                                                                                               |  |                                                                                     | 
|Year ended December 31,
            2001: |                       |                                                 |     |                                              |     |                                                                                               |  |                                                                                     | 
|First
            quarter                 | $115,088              | $      1,214                                    |     | $        
            (1,949)                |     | $  (0.20)                                                                                     |  | $   (0.20)                                                                          | 
|Second
            quarter                | 127,551               | 3,859                                           |     | 29                                           |     | (0.00)                                                                                        |  | (0.00)                                                                              | 
|Third
            quarter                 | 112,761               | 2,001                                           |     | (719)                                        |     | (0.08)                                                                                        |  | (0.08)                                                                              | 
|Fourth
            quarter                | 113,450               | (14,037)                                        |     | (17,725)                                     | (b) | (1.90)                                                                                        |  | (1.90)                                                                              | 
|                                          |                       |                                                 |     |                                              |     |                                                                                               |  |                                                                                     | 
|Total                                     | $468,850              | $
               (6,963)                        |     | $    
            (20,364)                   |     | $  (2.18)                                                                                     |  | $   (2.18)                                                                          | 
|                                          |                       |                                                 |     |                                              |     |                                                                                               |  |                                                                                     | 
|Year ended December 31,
            2000: |                       |                                                 |     |                                              |     |                                                                                               |  |                                                                                     | 
|First
            quarter                 | $145,570              | $    
            3,627                         |     | $      
              (108)                  |     | $  (0.01)                                                                                     |  | $  (0.01)                                                                           | 
|Second
            quarter                | 142,005               | (81,452)                                        | (c) | (71,727)                                     | (c) | (7.68)                                                                                        |  | (7.68)                                                                              | 
|Third
            quarter                 | 127,495               | (292)                                           |     | (3,946)                                      |     | (0.43)                                                                                        |  | (0.43)                                                                              | 
|Fourth
            quarter                | 119,717               | 967                                             |     | (2,920)                                      |     | (0.31)                                                                                        |  | (0.31)                                                                              | 
|                                          |                       |                                                 |     |                                              |     |                                                                                               |  |                                                                                     | 
|Total                                     | $534,787              | $ 
            (77,150)                         |     | $  
             (78,701)                    |     | $  (8.43)                                                                                     |  | $  (8.43)                                                                           | 
|                                          |                       |                                                 |     |                                              |     |                                                                                               |  |                                                                                     | 



| | (a) | The income tax
            provision (benefit) has been allocated by quarter based on the
            effective rate for the twelve months ended December 31, 2001 and
            2000.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | The results for
            the three months ended December 31, 2001 reflect asset impairments
            and other special charges of $16,672,000 as discussed in Note 6.             
| | (c) | The results for
            the three months ended June 30, 2000 reflect asset impairments and
            other special charges totaling $76,855,000 as discussed in Note 6.           





F-27

---





REPORT OF
      INDEPENDENT ACCOUNTANTS
      AS TO SCHEDULE II 
      VALUATION AND QUALIFYING ACCOUNTS



To the Shareholders and the
      Board of Directors of Miller Industries, Inc.

Our audit of the consolidated financial statements of Miller Industries,
      Inc and subsidiaries as of December 31, 2001 and for the eight months then ended
      referred to in our report dated March 22, 2002 also included an audit of
      the financial statement schedule listed in Item 14(a)2 of the Form
      10-K.  In our opinion, this financial statement schedule presents
      fairly, in all material respects, the information set forth therein as of
      December 31, 2001 and for the eight months then ended when read in conjunction
      with the related consolidated financial statements.



PRICEWATERHOUSECOOPERS
      LLP

/s/
      PRICEWATERHOUSECOOPERS LLP



Atlanta, Georgia
       March 22, 2002, except as
      to Notes 2 and 7 as to which the date is April 15, 2002



S-1

---



REPORT OF
      INDEPENDENT PUBLIC ACCOUNTANTS
      AS TO SCHEDULE II 
      VALUATION AND QUALIFYING ACCOUNTS



To Miller Industries,
      Inc.

We have audited in accordance with auditing standards generally accepted
      in the United States, the consolidated balance sheets of Miller
      Industries, Inc. and subsidiaries as of April 30, 2001 and 2000, and the
      related consolidated statements of operations, shareholders' equity and
      cash flows for each of the three years in the period ended April 30, 2001,
      which are included in this Form 10-K and have
      issued our report thereon dated July 25, 2001.  Our audit was made
      for the purpose of forming an opinion on the basic financial statements
      taken as a whole.  The schedule listed in the index is the
      responsibility of the Companys management and is presented for purposes
      of complying with the Securities and Exchange Commissions rules and is
      not part of the basic financial statements.  This schedule has been
      subjected to the auditing procedures applied in the audit of the basic
      financial statements and, in our opinion, fairly states in all material
      respects the financial data required to be set forth therein in relation
      to the basic financial statements taken as a whole.



ARTHUR ANDERSEN
      LLP

/s/ARTHUR
      ANDERSEN LLP



Chattanooga, Tennessee
      July 25, 2001

S-2

---



MILLER
      INDUSTRIES, INC. AND SUBSIDIARIES
       
      SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS



|                                                                                                                                                 | Balance
            at
            Beginningof Period | Charged
            to
             Expenses | Charged
            toOther | Accounts
            WrittenOff | Balance
            at
            End ofPeriod
|------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------- | -------------------------------------------- | --------------------------- | ------------------------------- | -----------------------------------------------
|                                                                                                                                                 | (In
            Thousands)                           
|Year ended April 30, 1999:
               Deduction from asset accounts:
                     Allowance for
            doubtful accounts        | $2,117                                                | 2,123                                        | 175(a)                      | (713)                           | $3,702                                         
|                                                                                                                                                 |                                                       |                                              |                             |                                 |                                                
|Year ended April 30, 2000:
                Deduction from asset accounts:
                     Allowance for
            doubtful accounts       | $3,702                                                | 4,956                                        | 59(a)                       | (2,208)                         | $6,509                                         
|                                                                                                                                                 |                                                       |                                              |                             |                                 |                                                
|Year ended April 30, 2001:
                Deduction from asset accounts:
                     Allowance for
            doubtful accounts       | $6,509                                                | 3,845                                        | (265)(b)                    | (7,236)                         | $2,853                                         
|                                                                                                                                                 |                                                       |                                              |                             |                                 |                                                
|Eight
            months ended December 31, 2001:   Deduction
            from asset accounts:       Allowance
            for doubtful accounts | $2,853                                                | 1,262                                        |                            | (1,092)                         | $3,023                                         



| | (a) | The other addition to the allowance for
            doubtful accounts results from the acquisitions in fiscal 1999 and
            2000 which were accounted for under the purchase method of
            accounting.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | The other reduction to the allowance
            for doubtful accounts results from the dispositions of towing
            services markets in fiscal 2001.                                                          



|                                                                                       |                            
|-------------------------------------------------------------------------------------- | ---------------------------
|                                                                                       |                            
|                                                                                       | Bal. at
      Beg. ofPeriod
|                                                                                       | (In
      Thousands)       
|                                                                                       |                            
|                                                                                       |                            
|Year Ended April 30, 1999:
                    Product Warranty Reserve:               | 479                        
|                                                                                       |                            
|Year Ended April 30, 2000:
                   Product Warranty Reserve:                | 507                        
|                                                                                       |                            
|Year Ended April 30, 2001:
                  Product Warranty Reserve:                 | 918                        
|                                                                                       |                            
|Eight Months Ended December 31,
      2001
                  Product Warranty Reserve: | 888                        



S-3

---





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
      22nd day of April, 2002.

MILLER INDUSTRIES, INC.



By:/s/ Jeffrey I. Badgley                                                                                               
      Jeffrey I. Badgley, President,
                                                                                                     
      Chief Executive Officer and Director



Know all men by these presents, that each person
      whose signature appears below constitutes and appoints Jeffrey I. Badgley
      as attorneyinfact, with power of substitution, for him in any and
      all capacities, to sign any amendments to this Report on Form 10K, and
      to file the same, with exhibits thereto, and other documents in connection
      therewith, with the Securities and Exchange Commission, hereby ratifying
      and confirming all that said attorneyinfact may do or cause to be
      done by virtue hereof.

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 22nd day of April, 2002.

|Signature                                                          | Title                                                                                                                     
|------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------
|                                                                   |                                                                                                                           
|                                                                   | Chairman of the Board of
            Directors                                                                            
|                                                                   |                                                                                                                           
|/s/  William G. Miller
            
            William G. Miller  | President, Chief Executive
            Officer and Director                                                               
|                                                                   |                                                                                                                           
|/s/ Jeffrey I. Badgley
            
            Jeffrey I. Badgley | Vice President, Treasurer
            and Chief Financial Officer (Principal Financial and Accounting
            Officer)
|                                                                   |                                                                                                                           
|/s/  J. Vincent Mish
            
            J. Vincent Mish      | Director                                                                                                                  
|                                                                   |                                                                                                                           
|/s/ Paul E. Drack
            
            Paul E. Drack           | Director                                                                                                                  
|                                                                   |                                                                                                                           
|/s/ Richard H. Roberts
            
            Richard H. Roberts | Director                                                                                                                  



37

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Exhibit Index

ExhibitNumber
            Description3.1
            Charter, as
              Amended of the Registrant10.80
            Forbearance
              Agreement and First Amendment to the Credit Agreement by and among
              the Company and its subsidiaries and The CIT Group/Business
              Credit, Inc. and Bank of America, N.A. dated February 28, 200210.81
            Second
              Amendment to the Credit Agreement by and among the Company and
              subsidiaries and The CIT Group/Business Credit, Inc. and Bank of
              America, N.A. dated February 28, 200210.82
            First
              Amendment to the Amended and Restated Credit Agreement among the
              Registrant, its subsidiary and Bank of America, N.A. dated July
              23, 200110.83
            Amended
              and Restated Intercreditor and Subordination Agreement by and
              among The CIT Group/Business Credit, Inc. and Bank of America, N.A.21
            Subsidiaries
              of the Registrant23.1
            Consent
              of Arthur Andersen LLP23.2
            Consent of
              PricewaterhouseCoopers LLP24
            Power of
              Attorney (see signature page)




38