SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C.
20549

FORM 10-K



/x/ ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year
ended April 30, 2001

Commission File No.
0-24298

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



Tennessee

62-1566286

---

8503 Hilltop Drive,
Ooltewah, Tennessee 37363

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. Yes X No .

Indicate by check mark
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10K. [X]

The aggregate market
value of the voting stock held by nonaffiliates of the Registrant as of July 23,
2001 was $35,639,369 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 July 23, 2001 there
were 46,708,767 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 2001 Annual Meeting of
Shareholders are incorporated by reference into Part III.





---









TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT



PART I

|ITEM 1.                                                                                                       |   
|------------------------------------------------------------------------------------------------------------- | --
|BUSINESS                                                                                                      | 1 
|ITEM
2.                                                                                                       |   
|PROPERTIES                                                                                                    | 15
|ITEM
3.                                                                                                       |   
|LEGAL PROCEEDINGS                                                                                             | 15
|ITEM
4.                                                                                                       |   
|SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS                                                           | 15
|PART II                                                                                                      
|ITEM
5.                                                                                                       |   
|MARKET FOR THE REGISTRANTS
COMMON EQUITY AND
                         RELATED STOCKHOLDER
MATTERS            | 16
|ITEM
6.                                                                                                       |   
|SELECTED FINANCIAL DATA                                                                                       | 16
|ITEM
7.                                                                                                       |   
|MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF
OPERATIONS | 18
|ITEM
8.                                                                                                       |   
|FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA                                                                   | 24
|ITEM
9.                                                                                                       |   
|CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON
                        ACCOUNTING AND FINANCIAL
DISCLOSURE  | 24
|PART III                                                                                                     
|ITEM
10.                                                                                                      |   
|DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT                                                            | 24
|ITEM
11.                                                                                                      |   
|EXECUTIVE COMPENSATION                                                                                        | 24







i

---



|ITEM
12.                                                                                  |    
|----------------------------------------------------------------------------------------- | ---
|SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
                          AND MANAGEMENT  | 24 
|ITEM
13.                                                                                  |    
|CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS                                            | 25 
|PART IV                                                                                  
|ITEM
14.                                                                                  |    
|EXHIBITS, FINANCIAL
STATEMENT SCHEDULES AND REPORTS
                          ON FORM 8-K | 26 
|FINANCIAL
STATEMENTS                                                                      | 26 
|FINANCIAL
STATEMENT SCHEDULE                                                              | S-1
|SIGNATURES                                                                                |    









ii

---





PART I



ITEM 1.          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, distributor and financial services provider 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. The Companys strategy in towing services is to establish a
national towing service network through owned companies in combination with an
extensive group of affiliates. At July 23, 2001, the Company was operating over
150 facilities serving 42 markets in 23 states, and had relationships with over
2,600 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. 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.

1



---



Risk Factors

Risks Associated with
Substantial Indebtedness. After giving
effect to the refinancing of the Companys bank credit facilities in July
2001, the Company's long-term debt (net of current portion) totaled
approximately $99.1 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 Companys bank
facilities are secured 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 business of the Company.

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. 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. 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 Foreign
Markets. The Company has significant operations in foreign markets. In
January 1996 the Company acquired S.A. Jige International ("Jige"), a
French manufacturer of wreckers and car carriers, and in April 1996 the Company
acquired Boniface Engineering Limited ("Boniface"), a British
manufacturer of towing and recovery equipment. There is no assurance that the
Company will be able to successfully operate and expand its foreign operations.
Furthermore, there is no assurance that the Company will be able to successfully
expand sales outside of North America or compete in markets in which it is
unfamiliar with cultural and business practices. The Companys foreign
operations are subject to various political, economic and other uncertainties,
including risks of restrictive taxation policies, foreign exchange restrictions
and currency translations, changing political conditions and governmental
regulations.



2

---



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 and economic conditions in general. Accordingly, a downturn in
the economy could have a material 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.

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. 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



3

---



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.
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 Companys Common Stock May
be Delisted from The New York Stock Exchange if the Company Does Not Maintain
Certain Listing Standards.During much
of the third and fourth quarters of fiscal 2001 and the current quarter of
fiscal 2002, the price of the Companys common stock has closed at or below
$1.00 per share. The rules of the New York Stock Exchange require, among other
things, that the Companys common stock maintain a minimum thirty day average
closing price of $1.00 per share. The New York Stock Exchange has notified the
Company that if the Companys common stock does not regain compliance with the
minimum thirty day average closing price requirement, the Company will be
subject to delisting procedures. This minimum thirty day average closing price
requirement is the only listing requirement that the Company does not currently
satisfy. The Company was required to submit a plan to the NYSE for regaining
compliance with the minimum closing price requirement, which the Company
submitted in July 2001. The Companys plan, which has been accepted by the
NYSE, requires the Company to seek shareholder approval of a reverse stock split
of its common stock. In light of the general market conditions, and the Companys
own recent stock price volatility specifically, there is no assurance that the
average closing price for the Companys common stock will not remain below the
$1.00 per share requirement. The Company intends to seek the approval of its
shareholders to effect a reverse stock split to increase the price per share of
its common stock. There is no assurance that this proposal will be approved by
the Companys shareholders or that if it is approved the average closing price
of the stock will increase to more than $1.00 per share or remain above that
level. If the Companys common stock is delisted from the New York Stock
Exchange, an active trading market for its common stock may no longer exist, and
the ability of shareholders to buy and sell shares of the Companys common
stock may 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 that
constitute ordinary routine litigation 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



4

---



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.

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.

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.



5

---



Product Line

The Company
manufactures a broad line of wrecker and car carrier 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, 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" and "Eagle Claw" automatic wheellift hookup devices 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 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.

Brand Names

The Company
manufactures and markets its wreckers and car carriers under nine 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.



6

---



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.

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 a patented
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. The Eagle line is now gaining increased
popularity in the broader towing and recovery vehicle market.

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 and car carriers 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 or car carrier
body. 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.



7

---



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. 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 ten towing and recovery equipment distributors located
in California, Colorado, Florida, Georgia, 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 27 sales
representatives, 21 of whom are Company employees whose responsibilities include
providing administrative and sales support to the entire distributor base. The
remaining 6 sales representatives are independent contractors who market the
Companys products exclusively. 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 fiscal year ended
April 30, 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.



8

---



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 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.

Financial Services

The Companys
Financial Services Group provides financial services to towing and recovery
equipment distributors and towing service companies. The Company offers floor
plan financing to distributors and purchase and lease financing to towing
service operators. In addition to financing services, the Financial Services
Group now provides extended warranties and related services
to purchasers of the Companys products.

The Company has
business relationships with various retail financing institutions (the
"Lenders") to jointly market financing of the Companys products. As
part of these relationships, the Company, through its owned and independent
distributors, originates lease and loan financing for its end-consumers, and the
Lenders provide the financing and servicing of the leases and loans. In return
for the Companys marketing activities, the Lenders pay a fee based on amounts
financed.

The Company expects to
capitalize on its strong existing relationships with its distributors and their
customers and its reputation for reliable service to develop the Financial
Services Group.

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.



9

---



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 April 30, 2001, the
Company employed approximately 1,043 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 Company considers its employee relations to be good.



TOWING SERVICES -
ROADONE

In February 1997, the
Company formed its towing services division, RoadOne, to begin building 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.

The Companys
strategy is to build brand loyalty among towing service customers by emphasizing
consistently high quality and dependable service from multiple locations
throughout a broad geographic area. The Company intends to market these services
to organizations with widely dispersed fleets of vehicles that would benefit
from a single source provider.

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.



10

---



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 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.



11

---



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.

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 and insurance, quantity
buying advantages, national marketing strength and driver training. As of July
23, 2001, the Company had over 2,600 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 may 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.



12

---



Employees

At April 30, 2001, the
Company employed approximately 2,135 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, including the
Eagle-Claw hook up system, 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.



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 the environment. 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.



13

---



EXECUTIVE OFFICERS OF
THE REGISTRANT



|Name                     | Age | Position with the
      Company                                                          
|------------------------ | --- | -----------------------------------------------------------------------------------------
|                         |     |                                                                                          
|William G. Miller        | 54  | Chairman of the
        Board                                                            
|                         |     |                                                                                          
|Jeffrey I.
      Badgley | 49  | President,
        Chief Executive Officer and Director                                  
|                         |     |                                                                                          
|Frank Madonia            | 52  | Executive Vice
        President, Secretary and General Counsel                          
|                         |     |                                                                                          
|J. Vincent Mish          | 50  | Vice President,
        Chief Financial Officer and President of Financial Services Group



William G. Millerhas served as Chairman of the Board since April 1994. 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. 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, Georgia and Michigan Certified Public Accountant societies.



14

---



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 102,000 square
feet, primarily produces car carriers.

The Company operates
two foreign manufacturing facilities located in the Lorraine region of France,
which contain, in the aggregate, approximately 100,000 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 none of these actions, individually or in the
aggregate, will 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 fourth
quarter of the fiscal year covered by this Report.







15

---



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 April 30, 2001.



|                                       | High   | Low   
|-------------------------------------- | ------ | ------
|Fiscal Year Ended
      April 30, 2000 |        |       
|First Quarter                          | $ 5.88 | $ 2.75
|Second Quarter                         | $ 3.25 | $ 2.06
|Third Quarter                          | $ 3.75 | $ 1.75
|Fourth Quarter                         | $ 5.13 | $ 2.88
|Fiscal Year Ended
      April 30, 2001 |        |       
|First Quarter                          | $ 3.88 | $ 1.25
|Second Quarter                         | $ 2.00 | $ 0.88
|Third Quarter                          | $ 1.75 | $ 0.44
|Fourth Quarter                         | $ 1.50 | $ 0.70



The approximate number
of holders of record and beneficial owners of Common Stock as of July 24,
2001 was 1,874and 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.





16

---



MILLER INDUSTRIES, INC.
AND SUBSIDIARIES

SELECTED FINANCIAL DATA





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Years Ended April
      30,                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | 2001                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | (In thousands,
      except per share data)
|Statements of Operations Data:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                            
|Net sales                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | $ 495,462                                  
|Costs and expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                            
|Costs of operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 422,944                                    
|Selling, general,
      and administrative expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 65,392                                     
|Special charges(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | -                                          
|Interest expense,
      net                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 16,734                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Total costs and
      expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | 505,070                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|(Loss) income
        before income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | (9,608)                                    
|Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | (3,174)                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Net (loss) income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | $ (6,434)                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Basic net (loss)
      income per common share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | $ (0.14)                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Weighted average
        common shares outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 46,709                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Diluted net (loss)
      income per common share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | $ (0.14)                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Weighted average
        common & potential dilutive
               shares outstanding                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 46,709                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Balance Sheet Data
      (at period end):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                            
|Working capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | $ 91,314                                   
|Total assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 281,287                                    
|Long-term
        obligations, less current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 99,121                                     
|Common
        shareholders equity (deficit)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 106,533                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                            
|Special charges include asset impairment charges of $76,855 and costs
          for the rationalization of the towing services segment of $6,041 in
          fiscal 2000.
        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 and the 3-for-2 stock split effected on December 30, 1996.

17

---



|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

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.

The Companys net
sales have historically been lower in its first quarter when compared to the
prior quarter 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 its fourth quarter due
in part to sales made at the largest towing and recovery equipment trade show.



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,
|-------------------------------------------- | ---------------------------
|                                             |                            
|                                             | 2001                       
|                                             |                            
|Towing and Recovery
      Equipment Segment  |                            
|Net Sales                                    | 100.0%                     
|Costs and expenses:                          |                            
|Costs of
        operations                  | 87.2%                      
|Selling, general,
        and administrative | 9.3%                       
|Specialcharges                               | 0.0%                       
|Interest expense,
        net                | 3.0%                       
|                                             |                            
|Total costs and
      expenses               | 99.5%                      
|                                             |                            
|Income before income
      taxes             | 0.5%                       
|                                             |                            
|Towing Services
      Segment                |                            
|Net sales                                    | 100.0%                     
|Costs and expenses:                          |                            
|Costs of
        operations                  | 82.3%                      
|Selling, general,
        and administrative | 19.9%                      
|Specialcharges                               | 0.0%                       
|Interest expense,
        net                | 4.1%                       
|                                             |                            
|Total costs and
      expenses               | 106.3%                     
|                                             |                            
|Income (loss) before
      income taxes      | (6.3%)                     
|                                             |                            



18

---



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 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 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 one-time, 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 and one market segment subsequent to April 30, 2001.  The Company continues to investigate
financial alternatives with respect to the overall towing services segment to
enhance shareholder value.



1

---



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 one-time, 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.



20

---



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. The Company also
considered all alternatives to bring its underperforming towing services
markets to an acceptable level of profitability, including the possible
disposition of certain such assets. The Company continues to investigate all
financial alternatives with respect to the overall towing services segment in
order to enhance shareholder value.

LIQUIDITY AND CAPITAL
RESOURCES

The Companys primary
capital requirements are for working capital, debt service, and capital
expenditures. The Company has financed its operations and growth from internally
generated funds and debt financing and, since August 1994, in part from the
proceeds from its initial public offering and its subsequent public offerings
completed in January 1996 and November 1996. The net proceeds of the public
offerings were used to repay long-term debt, including that of acquired
companies, redeem cumulative preferred stock of a wholly owned subsidiary,
increase working capital, provide funds for capital expenditures, acquisition of
businesses, and other general corporate purposes.

Cash provided by
operating activities was $21.9 million for the year ended April 30, 2001 as
compared to $8.5 million for the comparable period of 2000. The cash provided by
operating activities in fiscal 2001 was primarily the result of decreases in
accounts receivable and inventories, as well as cash generated from operations in fiscal 2001.

Cash provided by
investing activities was $8.3 million for the year ended April 30, 2001 compared
to $7.6 million used in investing activities for the comparable period in 2000.
The cash provided by investing activities was primarily from the sales of
equipment, businesses and other long-term assets in the Companys towing services segment.

Cash used in financing
activities was $29.1 million for the year ended April 30, 2001 compared to $4.0
million for the year ended April 30, 2000. The
cash was primarily used to reduce long-term debt obligations of $26.0 million.

At
  April 30, 2001, the Company had a credit facility of $119.0 million (the
  Credit Facility), which consists of a revolving credit facility of
  $100.0 million and $19.0 million of borrowings under a term loan. The Credit
  Facility is used for working capital and other general corporate purposes. At
  the end of fiscal 2001, $100.0 million was outstanding under the Credit
  Facility. Under the terms of the Credit Facility agreement, total availability
  is based on a formula of eligible accounts receivable, inventory, and fixed
  assets.

Borrowings
  under the revolving credit facility bear interest at LIBOR plus an applicable
  margin that varies from 2.50% to 4.75% based on a pricing grid that is a
  function of the ratio of the Companys debt to earnings before income taxes,
  depreciation, and amortization (9.21% at April 30, 2001). Borrowings under the
  term loan bear interest at LIBOR plus 8.00% (12.46% at April 30, 2001). The
  Company is required to pay certain fees on the unused portion of the credit
  facility and the outstanding balance of the term loan.



21

---



The
  Credit Facility is secured by all assets of the Company, including real
  property, equipment and vehicles. The Credit Facility contains restrictions on
  capital expenditures, requirements related to monthly collateral reporting,
  maintaining minimum quarterly levels of earnings before income taxes,
  depreciation, and amortization, and limits on the ratio of total funded
  indebtedness to earnings before income taxes, depreciation, and amortization.

The
  Credit Facility requires that there be certain mandatory prepayments of the
  Credit Facility and reductions of the revolving credit facility if the Company
  or any of its subsidiaries make certain asset dispositions, debt offerings or
  equity offerings. The Credit Facility also requires that the Company
  retain a financial advisor, which it engaged during the second quarter of
  fiscal 2001, to advise in the evaluation of possible sales of assets.

In
July 2001, the Company entered into a new four year senior secured credit
facility with a syndicate of lenders to replace the Credit Facility. As a part
of this agreement, the Credit Facility was reduced with proceeds from the new
senior facility and amended to provide for a $14.0 million subordinated secured
facility. The new senior facility consists of a $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. Borrowings under the term loan are secured 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 senior 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 1.00% on the term portion.

The
new senior credit facility matures in July, 2005 and is secured by substantially
all the assets of the Company. The new credit facility contains requirements
related 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 facility contains restrictions on capital expenditures,
incurrence of indebtedness, mergers and acquisitions, distributions and
transfers and sales of assets. The new senior credit facility also contains
requirements related to weekly and monthly collateral reporting.

The
new subordinated secured facility is by its terms expressly subordinated only to
the new senior secured credit facility. The subordinated credit 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 term loan 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 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 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
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. The number of warrants which may be issued
would be reduced pro rata as the balance of the subordinated facility is
reduced.

The
new subordinated secured 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.



22

---



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 Credit Facility in their entirety.

The
Companys board of directors has approved a share repurchase plan under which
the Company may repurchase up to 2,000,000 shares of its common stock from time
to time until September 30, 2001 subject to the approval of the Companys
lenders. All shares purchased under the plan during
fiscal 1999 (500,000 shares at a cost of $2.3 million) were reissued as
consideration for towing services companies acquired prior to April 30, 1999. No
shares were repurchased in fiscal 2000 or fiscal 2001.

Recent
Accounting Pronouncements

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. As the Company does not have any derivative instruments as of
April 30, 2001, there will be no impact of adoption at the Companys effective
date of May 1, 2001.

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 is effective for fiscal year 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 Inangible 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. The Company will not early
adopt these standards, thus there will be no financial statement impact on
fiscal year 2002. Based on the current levels of goodwill, the adoption of the
Standards in fiscal 2003 would decrease annual amortization expense by
approximately $1.5 million through the elimination of goodwill amortization.
However, the Company has not yet determined the impact of the new goodwill
impairment standards.



23

---



|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
|------- | -------------------------------------------------------------------------------------------

Not applicable.



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
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.







24

---



PART IV



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



> (a)



1.                Financial Statements



Description
    Page Number in
      ReportReport of
      Independent Public Accountants
    F-2Consolidated Balance
      Sheets as of April 30, 2001 and 2000
    F-3Consolidated
      Statements of Operations for the years ended April 30, 2001, 2000, and 1999
    F-5Consolidated
      Statements of Shareholders Equity for the years ended April 30, 2001,
      2000, and 1999
    F-6Consolidated
      Statements of Cash Flows for 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
      ReportReport of
      Independent Public Accountants
    S-1Schedule II -
      Valuation and Qualifying Accounts
    S-2All 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.






25

---



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 of the
      Registrant (composite conformed copy)                                                                                                                                                               | -                                                           | 10-K                 | April 30, 1998 | 3.1                                       
|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                                      

26

---



|      | Description                                                                                                                        | Incorporated by
      Reference to Registration File Number | Form or
      Report | Date of Report | Exhibit
      Number
      in
      Report
|----- | ---------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | -------------------- | -------------- | ------------------------------------------
|      |                                                                                                                                    |                                                             |                      |                |                                           
|10.27 | Form of Director
      Stock Option Agreement**                                                                                    | 33-79430                                                    | S-1                  | August 1994    | 10.5                                      
|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                                     

27

---



|      | Description                                                                                                                                                                                                                                                                     | Incorporated by
      Reference to Registration File Number | Form or
      Report | Date of Report     | Exhibit
      Number
      in
      Report
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | -------------------- | ------------------ | ------------------------------------------
|      |                                                                                                                                                                                                                                                                                 |                                                             |                      |                    |                                           
|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                                     
|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*                                                                                                                          |                                                             |                      |                    |                                           
|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*                                                                                                                    |                                                             |                      |                    |                                           



28

---



|      | Description                                                                                                                           | Incorporated by
      Reference to Registration File Number | Form or
      Report | Date of Report | Exhibit
      Number
      in
      Report
|----- | ------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | -------------------- | -------------- | ------------------------------------------
|      |                                                                                                                                       |                                                             |                      |                |                                           
|10.62 | Stock Pledge
      Agreement between Registrant and The CIT Group/Business Credit, Inc. dated
      July 23, 2001*                    |                                                             |                      |                |                                           
|10.70 | Amended and Restated
      Credit Agreement among the Registrant, its subsidiary and Bank of America,
      N.A. dated July 23, 2001* |                                                             |                      |                |                                           
|10.71 | Promissory Note
      among Registrant, its subsidiary and SunTrust Bank dated July 23, 2001*                                         |                                                             |                      |                |                                           
|10.72 | Promissory Note
      among Registrant, its subsidiary and AmSouth Bank dated July 23, 2001*                                          |                                                             |                      |                |                                           
|10.73 | Promissory Note
      among Registrant, its subsidiary and Wachovia Bank, N.A. dated July 23,
      2001*                             |                                                             |                      |                |                                           
|10.74 | Promissory Note
      among Registrant, its subsidiary and Bank of America, N.A. dated July 23,
      2001*                           |                                                             |                      |                |                                           
|10.75 | Warrant Agreement
      dated July 23, 2001*                                                                                          |                                                             |                      |                |                                           
|21    | Subsidiaries of the
      Registrant*                                                                                                 |                                                             |                      |                |                                           
|23    | Consent of Arthur
      Andersen LLP*                                                                                                 |                                                             |                      |                |                                           
|24    | Power of Attorney
      (see signature page)*                                                                                         |                                                             |                      |                |                                           



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



(b)       None.

(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.





29

---









Index
to Financial Statements







Report of
      Independent Public Accountants
    F-2Consolidated Balance
      Sheets April 30, 2001 And 2000
    F-3Consolidated
      Statements of OperationsFor the Years Ended
      April 30, 2001, 2000, And 1999
    F-4Consolidated
      Statements of Shareholders' EquityFor the Years Ended
      April 30, 2001, 2000, And 1999
    F-5Consolidated
      Statements of Cash FlowsFor the Years Ended
      April 30, 2001, 2000, And 1999
    F-6Notes To
      Consolidated Financial StatementsApril 30, 2001
      and 2000
    F-7Report of
      Independent Public AccountantsAs To Schedule II -
      Valuation And Qualifying Accounts
    S-1Schedule II -
      Valuation And Qualifying Accounts
    S-2




F-1

---





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-

---

MILLER INDUSTRIES, INC. AND SUSBIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30, 2001 AND 2000

(In thousands, except share data)



|ASSETS                                                                  | 2001     | 2000     |  | LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                          | 2001     | 2000    
|----------------------------------------------------------------------- | -------- | -------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | --------
|                                                                        |          |          |  |                                                                                                                                                               |          |         
|CURRENT ASSETS:                                                         |          |          |  | CURRENT LIABILITIES:                                                                                                                                          |          |         
|Cash and temporary
              investments                            | $ 6,627  | $ 5,990  |  | Current portion of long-term obligations                                                                                                                      | $ 7,213  | $ 15,949
|Accounts receivable, net of
            allowance for doubtful          | 75,104   | 90,437   |  | Accounts payable                                                                                                                                              | 43,064   | 46,177  
|accounts of  $2,853 and                                                 |          |          |  | Accrued liabilities and other                                                                                                                                 | 25,356   | 28,428  
|$6,509 in 2001 and 2000,                                                |          |          |  |                                                                                                                                                               |          |         
|respectively                                                            |          |          |  | Total current liabilities                                                                                                                                     | 75,633   | 90,554  
|Inventories, net                                                        | 67,835   | 83,604   |  |                                                                                                                                                               |          |         
|Deferred income taxes                                                   | 5,371    | 5,879    |  |                                                                                                                                                               |          |         
|Prepaid expenses and other                                              | 12,010   | 8,445    |  | LONG-TERM OBLIGATIONS, less current portion                                                                                                                   | 99,121   | 119,319 
|                                                                        |          |          |  |                                                                                                                                                               |          |         
|Total current assets                                                    | 166,947  | 194,355  |  |                                                                                                                                                               |          |         
|                                                                        |          |          |  | COMMITMENTS AND CONTINGENCIES (Notes  5, 7, 8 and 10)                                                                                                         |          |         
|PROPERTY, PLANT, AND EQUIPMENT, net                                     | 58,564   | 70,284   |  |                                                                                                                                                               |          |         
|                                                                        |          |          |  | SHAREHOLDERS' EQUITY:                                                                                                                                         |          |         
|                                                                        |          |          |  | Preferred stock, $.01 par value; 5,000,000 shares
        authorized, none issued or outstanding                                                              | 0        | 0       
|GOODWILL, net                                                           | 46,736   | 49,530   |  | Common stock, $.01 par value; 100,000,000 shares
     authorized, 46,708,767 and 46,707,135 shares
     issued and outstanding at 2001 and 2000, respectively | 467      | 467     
|                                                                        |          |          |  | Additional paid-in capital                                                                                                                                    | 144,714  | 144,707 
|PATENTS, TRADEMARKS, AND      OTHER
PURCHASED
      PRODUCT RIGHTS, net | 834      | 1,009    |  | Accumulated deficit                                                                                                                                           | (36,509) | (30,075)
|                                                                        |          |          |  | Accumulated other comprehensive loss                                                                                                                          | (2,139)  | (1,278) 
|                                                                        |          |          |  |                                                                                                                                                               |          |         
|OTHER ASSETS                                                            | 8,206    | 8,516    |  | Total shareholders' equity                                                                                                                                    | 106,533  | 113,821 
|                                                                        |          |          |  |                                                                                                                                                               |          |         
|                                                                        | $281,287 | $323,694 |  |                                                                                                                                                               | $281,287 | $323,694
|                                                                        |          |          |  |                                                                                                                                                               |          |         





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





F-3



---





MILLER INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED APRIL 30, 2001, 2000, AND 1999

(In thousands, except
per share data)







|                                                        | 2001      | 2000       | 1999     
|------------------------------------------------------- | --------- | ---------- | ---------
|                                                        |           |            |          
|NET SALES                                               | $ 495,462 | $ 582,129  | $ 526,195
|                                                        |           |            |          
|COSTS AND
        EXPENSES:                             |           |            |          
|Costs of
          operations                           | 422,944   | 489,986    | 435,691  
|Selling,
          general, and administrative expenses | 65,392    | 81,669     | 75,081   
|Special charges                                         | 0         | 82,896     | 0        
|Interest expense,
      net                             | 16,734    | 14,029     | 10,945   
|                                                        |           |            |          
|Total costs
              and expenses                  | 505,070   | 668,580    | 521,717  
|                                                        |           |            |          
|                                                        |           |            |          
|(LOSS) INCOME
        BEFORE INCOME TAXES               | (9,608)   | (86,451)   | 4,478    
|                                                        |           |            |          
|INCOME TAX
        (BENEFIT) PROVISION                  | (3,174)   | (13,308)   | 2,272    
|                                                        |           |            |          
|NET (LOSS) INCOME                                       | $ (6,434) | $ (73,143) | $ 2,206  
|                                                        |           |            |          
|                                                        |           |            |          
|NET (LOSS) INCOME
        PER COMMON SHARE:             |           |            |          
|Basic                                                   | $(0.14)   | $(1.57)    | $0.05    
|                                                        |           |            |          
|                                                        |           |            |          
|Diluted                                                 | $(0.14)   | $(1.57)    | $0.05    
|                                                        |           |            |          
|                                                        |           |            |          
|WEIGHTED AVERAGE SHARES
        OUTSTANDING:            |           |            |          
|Basic                                                   | 46,709    | 46,694     | 46,338   
|                                                        |           |            |          
|                                                        |           |            |          
|Diluted                                                 | 46,709    | 46,694     | 47,266   
|                                                        |           |            |          
|                                                        |           |            |          



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

F-

---





MILLER INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE 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 | Total    
|---------------------------------------------------------------------------------- | ------------------ | ---------------------------------------------- | ----------------------------------------------------------------- | --------------------------------------------------------------- | ---------
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|BALANCE,
        April 30, 1998                                                    | $ 459              | $ 139,480                                      | $ 40,862                                                          | $
      (565)                                                   | $ 180,236
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|Comprehensive
        income:                                                      |                    |                                                |                                                                   |                                                                 |          
|Net income                                                                         | 0                  | 0                                              | 2,206                                                             | 0                                                               | 2,206    
|Other
          comprehensive loss, net of tax:                                    |                    |                                                |                                                                   |                                                                 |          
|Foreign currency
          translation adjustments                                 | 0                  | 0                                              | 0                                                                 | (274)                                                           | (274)    
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|Comprehensive
        income                                                       | 0                  | 0                                              | 2,206                                                             | (274)                                                           | 1,932    
|Exercise of stock
        options                                                  | 1                  | 93                                             | 0                                                                 | 0                                                               | 94       
|Issuance of
        1,242,167 common shares in
                       acquisitions | 12                 | 7,368                                          | 0                                                                 | 0                                                               | 7,380    
|Repurchase of
        500,000 common shares                                        | (5)                | (2,334)                                        | 0                                                                 | 0                                                               | (2,339)  
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|BALANCE,
        April 30, 1999                                                    | 467                | 144,607                                        | 43,068                                                            | (839)                                                           | 187,303  
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|Comprehensive
        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                                                               | 100      
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|BALANCE, April 30,
        2000                                                    | 467                | 144,707                                        | (30,075)                                                          | (1,278)                                                         | 113,821  
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|Comprehensive
        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                                                               | 7        
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|                                                                                   |                    |                                                |                                                                   |                                                                 |          
|BALANCE, April 30,
        2001                                                    | $ 467              | $ 144,714                                      | $(36,509)                                                         | $(2,139)                                                        | $106,533 
|                                                                                   |                    |                                                |                                                                   |                                                                 |          





The accompanying notes are an
integral part of these consolidated statements.
F-5

---







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

(In thousands)







2001
    2000
    1999OPERATING
        ACTIVITIES:Net (loss)
          income
  
    $(6,434)
    $ (73,143)
    $ 2,206Adjustments to
          reconcile net (loss) income to net cash provided byoperating activities:Depreciation
            and amortization

    13,556
    17,793
    15,500Asset
            impairment charges

    0
    76,855
    0Gain on
            disposals of property, plant, and equipment

    (543)
    (713)
    (837)Gain on
            disposal of other long-term assets

    (357)
    0
    0Deferred
            income tax (benefit) provision

    (1,202)
    (12,730)
    5,054Changes in
            operating assets and liabilities, net of acquired businesses:Accounts
              receivable

    14,712
    (10,741)
    (10,181)Inventories

    15,032
    (6,378)
    (6,209)Prepaid
              expenses and other

    (3,678)
    3,580
    (9,706)Other assets

    (1,997)
    (59)
    0Accounts
              payable

    (3,647)
    2,184
    12,554Accrued
              liabilities and other

    (3,571)
    11,872
    (4,906)Net cash provided
                by operating activities

    21,871
    8,520
    3,475INVESTING
        ACTIVITIES:Acquisition of
          businesses, net of cash acquired
  

    0
    (2,413)
    (19,867)Purchases of property,
          plant, and equipment
  

    (3,622)
    (8,612)
    (18,998)Proceeds from
          sale of property, plant, and equipment
  

    3,161
    3,328
    6,606Proceeds from
          sale of other long-term assets
  

    3,371
    0
    0Proceeds from
          sale of businesses
  

    5,186
    0
    0Payments
          received on notes receivable
  

    314
    86
    272Other
  

    (129)
    0
    0Net cash
                provided by (used in) investing activities
  

    8,281
    (7,611)
    (31,987)FINANCING
        ACTIVITIES:Net (payments)
          borrowings under line of credit
  

    (26,000)
    1,000
    40,000Payments on
          long-term obligations
  

    (3,168)
    (5,194)
    (7,579)Borrowings under
          long-term obligations
  

    0
    43
    405Repurchase of
          common stock
  

    0
    0
    (2,339)Proceeds from
          exercise of stock options
  

    7
    100
    94Net cash
                (used in) provided by financing activities
  

    (29,161)
    (4,051)
    30,581EFFECT OF EXCHANGE RATE
        CHANGES ON CASH AND TEMPORARY
                 INVESTMENTS
    (354)
    (199)
    (105)NET CHANGE IN CASH
        AND TEMPORARY INVESTMENTS
  

    637
    (3,341)
    1,964CASH AND TEMPORARY
        INVESTMENTS, beginning of year
  

    5,990
    9,331
    7,367CASH AND TEMPORARY
        INVESTMENTS, end of year
  

    $   6,627
    $ 5,990
    $ 9,331SUPPLEMENTAL
        DISCLOSURE OF CASH FLOW INFORMATION:Cash payments
          for interest, net of amounts capitalized
  

    $13,981
    $ 13,254
    $ 10,433Cash payments
          for income taxes
  

    $
          690
    $ 2,094
    $ 5,011




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

F-

---







MILLER INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 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 truck chassis on which towing
>   and recovery equipment are installed are either purchased by Miller or
>   provided by customers.
>   The Company markets its
> towing and recovery services in the United States through its wholly-owned
> subsidiary RoadOne, Inc.



> 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 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.





---



> 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
> April 30, 2001 and 2000 consisted of the following (in thousands):



|                | 2001    | 2000   
|--------------- | ------- | -------
|                |         |        
|                |         |        
|Chassis         | $ 8,650 | $15,757
|Raw materials   | 14,133  | 16,226 
|Work in process | 10,544  | 14,487 
|Finished goods  | 34,508  | 37,134 
|                |         |        
|                | $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 April 30, 2001 and 2000 consisted of the following (in
>   thousands):



|                                    | 2001     | 2000    
|----------------------------------- | -------- | --------
|                                    |          |         
|Land                                | $ 4,052  | $ 4,311 
|Buildings and
      improvements    | 22,444   | 22,656  
|Machinery and
      equipment       | 58,256   | 75,320  
|Furniture and
      fixtures        | 9,724    | 10,224  
|Software costs                      | 4,707    | 4,368   
|Construction in
      progress      | 0        | 591     
|                                    |          |         
|                                    | 99,183   | 117,470 
|Less accumulated
      depreciation | (40,619) | (47,186)
|                                    |          |         
|                                    | $58,564  | $ 70,284
|                                    |          |         



> 

The Company recognized
$9,684,000, $13,898,000, and $12,565,000 in depreciation expense in 2001, 2000,
and 1999, respectively.





---



Net Income Per Share

Basic net income per share
is computed by dividing net income by the weighted average number of common
shares outstanding. Diluted net income per share is calculated by dividing net
income 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 900,000
potential dilutive common shares for the year ended April 30, 1999. Diluted net
income per share for fiscal 2001 and 2000 does not assume exercise of any stock
options as the effect would be anti-dilutive.

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". 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. Accumulated amortization of goodwill was $4,550,000 and
$3,073,000 at April 30, 2001 and 2000, respectively. Amortization expense
for 2001, 2000, and 1999 was $1,556,000, $2,791,000, and $2,476,000,
respectively.

During the fourth quarter
of fiscal 2000, the Company wrote-off goodwill and long-lived assets of
$7,737,000 associated with the towing and recovery equipment segment, and
$69,118,000 associated with the towing services segment in accordance with SFAS
No. 121 (see Note 4). Management believes its long-lived assets are
appropriately valued following the impairment charges discussed in Note 4.

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 April 30, 2001 and
2000 was $961,000 and $788,000, respectively. Amortization expense for 2001,
2000, and 1999 was $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 April 30, 2001 and 2000
was $2,968,000 and $841,000 respectively.  Amortization expense for 2001,
2000, and 1999 was $2,127,000, $961,000, and $287,000 respectively, and is
included in interest expense in the accompanying consolidated statements of
operations.

Accrued Liabilities and
Other

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



|                                                                         | 2001    | 2000   
|------------------------------------------------------------------------ | ------- | -------
|                                                                         |         |        
|Accrued wages,
        commissions, bonuses,
               and benefits | $12,665 | $13,013
|Accrued income
        taxes                                             | 635     | 182    
|Accrued
        rationalization charges                                  | 2,023   | 4,459  
|Other                                                                    | 10,033  | 10,774 
|                                                                         |         |        
|                                                                         | $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 2001, 2000, and 1999 was $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, and such
>   receivables are generally not collateralized. 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-10Recent Accounting
>   Pronouncements
>   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 derivatives 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.  As the Company does not have any derivative instruments as of April
>   30, 2001, there will be no impact of adoption at the Companys effective
>   date of May 1, 2001.
>   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 is effective for fiscal year 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. The Company will not early adopt these
>   standards, thus there will be no financial statement impact in fiscal year
>   2002.  Based on the current levels of goodwill, the adoption of the
>   Standards in fiscal 2003 would decrease annual amortization expense by approximately $1.5
>   million through the elimination of goodwill amortization.  However, the
>   Company has not yet determined the impact of the new goodwill impairment
>   standards.
>   Reclassifications
>   
>   Certain
>   reclassifications have been made to prior years financial information to
>   conform with the 2001 presentation.





---



3.       BUSINESS
  COMBINATIONS

> All businesses acquired
>   through April 30, 2001 which were accounted for under the purchase method of
>   accounting 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 (1,232,905 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.
>   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).



|                                     | 1999       
|------------------------------------ | -----------
|                                     | As Reported
|                                     |            
|Net sales                            | $526,195   
|                                     |            
|                                     |            
|Net income                           | $   2,206  
|                                     |            
|Diluted net
        income per share | $     0.05 



4.       SPECIAL
  CHARGES AND DISPOSITIONS OF TOWING SERVICES ASSETS

> During fiscal 2000, the
>   Company recorded special charges for asset impairments and the rationalization
>   of certain operations, as follows (in thousands):





---



|                                            |                    
|------------------------------------------- | -------------------
|Impairment of
      goodwill                | $     
      55,509
|Impairment of other
      long-lived assets | 21,346             
|Rationalization of
        operations       | 6,041              
|                                            | $    
      82,896 



> During the second
>   quarter of fiscal 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 other
>   property-related charges. At April 30, 2001, execution of the rationalization
>   plan was complete and approximately $4,018,000 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 fourth
>   quarter of fiscal 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.
>   An impairment charge of
>   $50,542,000 was recorded in the fourth quarter of 2000 to write-down the
>   goodwill in certain towing services markets to its estimated fair value.
>   Additionally, charges of $18,576,000 were recorded to write-down the carrying
>   value of certain fixed 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. An impairment charge of $4,967,000 was
>   recorded to reduce the carrying amount of the goodwill to estimated fair
>   value. The Company also recorded $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 in the fourth quarter of fiscal 2000.
>   In fiscal 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 11 markets during fiscal 2001.
>   Total proceeds from these sales were approximately $5,186,000. No significant
>   gains or losses were realized upon the sale of these assets. Subsequent to
>   April 30, 2001, the Company sold assets in one additional underperforming
>   market, as well as certain other fixed assets, for proceeds of approximately
>   $471,000. The Company continues to investigate financial alternatives with
>   respect to the overall towing services segment.
> 
>   F-



---





5.       LONG-TERM
OBLIGATIONS AND LINE OF CREDIT

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



|                                                                           | 2001     | 2000    
|-------------------------------------------------------------------------- | -------- | --------
|                                                                           |          |         
|                                                                           |          |         
|Outstanding
        borrowings under line of credit                        | $100,000 | $126,000
|                                                                           |          |         
|Mortgage notes
        payable, weighted average interest rate of 5.61%,   |          |         
|payable in monthly
        installments, maturing 2003 to 2011             | 2,568    | 2,909   
|                                                                           |          |         
|Equipment notes
        payable, weighted average interest rate of 12.51%, |          |         
|payable in monthly
        installments, maturing 2002 to 2005             | 926      | 3,083   
|                                                                           |          |         
|Other notes payable                                                        | 2,840    | 3,276   
|                                                                           |          |         
|                                                                           |          |         
|                                                                           | 106,334  | 135,268 
|Less current
        portion                                               | (7,213)  | (15,949)
|                                                                           |          |         
|                                                                           | $ 99,121 | $119,319
|                                                                           |          |         

> 



> Certain equipment and
>   manufacturing facilities are pledged as collateral under the mortgage and
>   equipment notes payable.Line of Credit
>   At April 30, 2001, the
>   Company had a credit facility of $119.0 million (the "Credit
>   Facility"), which consists of a revolving credit facility of $100.0 million
>   and $19.0 million of borrowings under a term loan. The Credit Facility is used
>   for working capital and other general corporate purposes. At the end of fiscal
>   2001, $100.0 million was outstanding under the Credit Facility. Under the terms
>   of the Credit Facility agreement, total availability is based on a formula of
>   eligible accounts receivable, inventory, and fixed assets.
>   Borrowings under the
>   revolving credit facility bear interest at LIBOR plus an applicable margin
>   that varies from 2.50% to 4.75% based on a pricing grid that is a function of
>   the ratio of the Companys debt to earnings before income taxes,
>   depreciation, and amortization (9.21% at April 30, 2001). Borrowings under the
>   term loan bear interest at LIBOR plus 8.00% (12.46% at April 30, 2001). The
>   Company is required to pay certain fees on the unused portion of the credit
>   facility and the outstanding balance of the term loan.
> 
>   F-14The Credit Facility is
>   secured by all assets of the Company, including real property, equipment and
>   vehicles. The Credit Facility contains restrictions on capital expenditures,
>   requirements related to monthly collateral reporting, maintaining minimum
>   quarterly levels of earnings before income taxes, depreciation, and
>   amortization, and limits on the ratio of total funded indebtedness to earnings
>   before income taxes, depreciation, and amortization.
>   The Credit Facility
>   requires that there be certain mandatory prepayments of the Credit Facility
>   and reductions of the revolving credit facility if the Company or any of its
>   subsidiaries make certain asset dispositions, debt offerings or equity
>   offerings. The Credit Facility also requires that the Company retain a
>   financial advisor, which it engaged during the second quarter of fiscal 2001,
>   to advise in the evaluation of possible sales of assets.
>   In
>   July 2001, the Company entered into a new four year senior secured credit
>   facility with a syndicate of lenders to replace the Credit Facility.
>   As a part of this agreement, the Credit Facility was
>   reduced with proceeds from the new senior facility and amended to provide for
>   a $14.0 million subordinated secured facility. The new senior facility consists
>   of a $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. Borrowings under
>   the term loan are secured 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 senior 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 1.00% on the term portion.
> 
>   The
>   new senior credit facility matures in July, 2005 and is secured by
>   substantially all the assets of the Company. The new credit facility contains
>   requirements related 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 facility contains restrictions on capital
>   expenditures, incurrence of indebtedness, mergers and acquisition,
>   distributions and transfers and sales of assets. The new senior credit facility also contains requirements
>   related to weekly and monthly collateral reporting.
> 
>       The new subordinated
>       secured facility is by its terms expressly subordinated only to the new
>       senior secured credit facility. The subordinated credit 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 term loan 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 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 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 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. The number of warrants which may be
>       issued would be reduced pro rata as the balance of the subordinated
>       facility is reduced.
> 
>   F-15The new subordinated
>       secured 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 Credit Facility in their entirety.
>       After adjustment for
>       the terms of the new senior secured credit agreement and the subordinated
>       secured facility, future maturities of long-term obligations at April 30,
>       2001 are as follows (in thousands):



|2002       | $ 7,213
|---------- | -------
|2003       | 8,230  
|2004       | 13,165 
|2005       | 2,372  
|2006       | 74,681 
|Thereafter | 673    



6.      
  Stock-based compensation plans

> In accordance with the
>   Company's stock-based compensationplans,
>   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 April 30, 2001 and 2000 were
>   approximately 1.6 million and 0.5 million, respectively.
>   A summary of the
>   activity of stock options during 2001, 2000, and 1999 is presented below
>   (shares in thousands):



|                                                                      | 2001                                | 2000                                            | 1999                               
|--------------------------------------------------------------------- | ----------------------------------- | ----------------------------------------------- | -----------------------------------
|                                                                      | Shares  
      Under  
      Option | Weighted 
      Average  
      Exercise  Price | Shares  
      Under  
      Option
|                                                                      |                                     |                                                 |                                    
|Outstanding at
        Beginning of Year                              | 5,062                               | $6.53                                           | 5,166                              
|Granted                                                               | 498                                 | 1.22                                            | 800                                
|Exercised                                                             | (3)                                 | 2.33                                            | (39)                               
|Forfeited                                                             | (1,602)                             | 9.44                                            | (865)                              
|                                                                      |                                     |                                                 |                                    
|Outstanding at End
        of Year                                    | 3,955                               | $4.68                                           | 5,062                              
|                                                                      |                                     |                                                 |                                    
|Options
        exercisable at year end                               | 2,947                               | $5.16                                           | 3,337                              
|                                                                      |                                     |                                                 |                                    
|Weighted average
        fair value of options
               granted |                                     | $0.72                                           |                                    







---



> A summary of options
>   outstanding under the Company's stock-based compensation plans at
>   April 30, 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
|-------------------------- | ------------------------------- | ------------------------------------------------------------------------ | ------------------------------------------- | ------------------------- | -----------------------------------------------------------------
|                           |                                 |                                                                          |                                             |                           |                                                                  
|                           |                                 |                                                                          |                                             |                           |                                                                  
|$ 0.63                     | -                               | $ 3.50                                                                   | 1,934                                       | $ 2.07                    | 6.0                                                              
|3.78                       | -                               | 5.48                                                                     | 911                                         | 4.07                      | 5.3                                                              
|5.75                       | -                               | 7.75                                                                     | 530                                         | 6.98                      | 6.7                                                              
|8.79                       | -                               | 12.88                                                                    | 397                                         | 11.10                     | 5.5                                                              
|$ 13.50                    | -                               | $16.81                                                                   | 183                                         | $14.82                    | 6.2                                                              
|                           |                                 |                                                                          |                                             |                           |                                                                  
|Total                      | 3,955                           | $ 4.68                                                                   | 5.9                                         | 2,947                     | $ 5.16                                                           
|                           |                                 |                                                                          |                                             |                           |                                                                  



> 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 2001, 2000, and 1999, respectively:
>   expected dividend yield of 0%; expected volatility of 71%, 59%, and 52%;
>   risk-free interest rate of 6.10%, 6.13%, and 5.23%; and expected lives of 5.5
>   years. Using these assumptions, the fair value of options granted in 2001,
>   2000, and 1999 is approximately $300,000, $1,259,000, and $3,255,000,
>   respectively, which would be amortized as compensation expense over the
>   vesting period of the options.
>   Had compensation cost
>   for 2001, 2000, and 1999 stock option grants 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:



|                                             | 2001     | 2000      | 1999  
|-------------------------------------------- | -------- | --------- | ------
|                                             |          |           |       
|Net (loss) income
        (in thousands):    |          |           |       
|As reported                                  | $(6,434) | $(73,143) | $2,206
|Pro forma                                    | (8,217)  | (75,739)  | (614) 
|Basic net (loss)
        income per share:   |          |           |       
|As reported                                  | $(0.14)  | $ (1.57)  | $0.05 
|Pro forma                                    | (0.18)   | (1.62)    | (0.01)
|Diluted net (loss)
        income per share: |          |           |       
|As reported                                  | $(0.14)  | $ (1.57)  | $0.05 
|Pro forma                                    | (0.18)   | (1.62)    | (0.01)
|                                             |          |           |       

7.       LEASE
  COMMITMENTS

> The Company has entered
>   into various operating leases for buildings, office equipment, and trucks.
>   Rental expense under these leases was $13,753,000, $14,612,000, and
>   $11,633,000, for 2001, 2000, and 1999, respectively.
> 
>   F-17At April 30, 2001,
>   future minimum lease payments under non-cancelable operating leases for the
>   next five fiscal years are as follows (in thousands):



|2002 | $10,156
|---- | -------
|2003 | 7,486  
|2004 | 4,550  
|2005 | 3,212  
|2006 | 1,917  
|     |        

8.       LITIGATION

> The Company is, from
>   time to time, a party to litigation arising in the normal course of business.
>   The ultimate disposition of such matters cannot be determined presently, but,
>   in the opinion of management, based in part on the advice of legal counsel,
>   will not have a material adverse effect on the financial position or results
>   of operations of the Company.

9.       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 2001, 2000, and 1999 (in
>   thousands):



|          | 2001      | 2000      | 1999    
|--------- | --------- | --------- | --------
|          |           |           |         
|Current:  |           |           |         
|Federal   | $(2,172)  | $(2,550)  | $(2,855)
|State     | 0         | 1,400     | (336)   
|Foreign   | 200       | 572       | 409     
|          |           |           |         
|          | (1,972)   | (578)     | (2,782) 
|          |           |           |         
|          |           |           |         
|Deferred: |           |           |         
|Federal   | $(899)    | $(11,278) | 4,498   
|State     | (360)     | (1,327)   | 529     
|Foreign   | 57        | (125)     | 27      
|          |           |           |         
|          | (1,202)   | (12,730)  | 5,054   
|          |           |           |         
|          | $(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:



|                                              | 2001    | 2000    | 1999 
|--------------------------------------------- | ------- | ------- | -----
|                                              |         |         |      
|Federal statutory
      tax rate              | (34.0)% | (34.0)% | 34.0%
|State taxes, net of
      federal tax benefit | 0.0     | 0.0     | 4.0  
|Non-deductible
      goodwill amortization    | 3.7     | 16.3    | 17.2 
|Other                                         | (2.7)   | 2.3     | (4.5)
|                                              |         |         |      
|Effective tax rate                            | (33.0)% | (15.4)% | 50.7%
|                                              |         |         |      

> Deferred income tax
>   assets and liabilities for 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
>   April 30, 2001 and 2000 are as follows (in thousands):



|                                             | 2001      | 2000   
|-------------------------------------------- | --------- | -------
|                                             |           |        
|Deferred tax
        assets:                 |           |        
|Allowance for
          doubtful accounts    | $     724 | $ 1,020
|Accruals and
          reserves              | 4,526     | 5,500  
|Net operating
          loss carry forward   | 12,482    | 7,884  
|Deductible
          goodwill impaired       | 948       | 2,296  
|Other                                        | 1,667     | 842    
|                                             |           |        
|                                             | 20,347    | 17,542 
|                                             |           |        
|                                             |           |        
|Deferred tax
        liabilities:            |           |        
|Property, plant,
          and equipment     | 7,433     | 5,203  
|Other                                        | 2,386     | 3,013  
|                                             |           |        
|Total
              deferred tax liabilities | 9,819     | 8,216  
|                                             |           |        
|Net deferred tax asset                       | $10,528   | $ 9,326
|                                             |           |        

10.    SALE
  OF FINANCE RECEIVABLES

> In April 1997, the
>   Company entered into an agreement to sell certain finance receivables to a
>   third party leasing company for $24,596,000. An additional $3,861,000 was sold
>   in October 1997. The resulting gain on these sales did not have a material
>   impact on the Company's consolidated financial statements.
>   The agreement
>   contingently obligates the Company to indemnify the leasing company for any
>   losses it incurs up to specified amounts in the event the lessee defaults. The
>   Company believes that any equipment returned as a result of lessee defaults
>   could be sold to third parties at amounts approximating the debt obligations
>   under the leases. The Company's aggregate potential liability under the
>   agreement as of April 30, 2001 and 2000 was $301,000 and $1,542,000,
>   respectively. Management believes its reserves for such recourse provisions
>   are adequate to cover its exposures under the agreement.





---



11.     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.

12.     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.

13.     STOCK REPURCHASE
  PLAN

> The Companys board of
>   directors approved a share repurchase plan that commenced during fiscal 1998
>   under which the Company may repurchase up to 2,000,000 shares of its common
>   stock from time to time until September 30, 2001. All shares purchased under
>   the plan during fiscal 1999 (500,000 shares at a cost of $2.3 million) were
>   reissued as consideration for towing service companies acquired prior to April
>   30, 1999. No shares were repurchased during fiscal 2001 and 2000.







F-20

---



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 2. 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)2001Net 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)
    281,2872000Net sales-external
    $374,187
    $207,942
    $             0
    $582,129Net sales-intersegment
    385
    0
    (385)
    0Depreciation and
        amortization
    4,082
    12,750
    0
    16,832Asset impairments
        and other non-recurring charges
    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)
    323,6941999Net 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 (income)
        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 April 30, 2001, 2000, and
>   1999.F-21

---



15.    QUARTERLY FINANCIAL
  INFORMATION (unaudited)

> The following is a
>   summary of the unaudited quarterly financial information for the years ended
>   April 30, 2001 and 2000 (in thousands, except per share data):

Net
      Sales

    
    Operating Income
    
    Net
      Income
      (Loss)
    
    Basic
      Net
      Income
      (Loss) Per
      Share
    
    Diluted
      Net
      Income
      (Loss) Per
      ShareYear ended April
        30, 2001:First quarter
    127,152

    
    $794
    
    $(2,094)
    
    $(0.04)
    
    $(0.04)Second quarter
    129,680

    
    1,905
    
    (1,830)
    
    (0.04)
    
    (0.04)Third quarter
    119,197

    
    2,474
    
    (1,325)
    
    (0.03)
    
    (0.03)Fourth quarter
    119,433

    
    1,953
    
    (1,185)
    
    (0.03)
    
    (0.03)Total
    $495,462

    
    $7,126
    
    $(6,434)
    
    $(0.14)
    
    $(0.14)Year ended
        April 30, 2000:First quarter
    $134,445
    
    $5,378
    
    $1,444

    
    $0.03
    
    $  0.03Second quarter
    148,889
    
    1,005
    (a)
    (1,151)
    (a)
    (0.02)
    
    (0.02)Third quarter
    146,368
    
    2,521
    
    (904)
    
    (0.02)
    
    (0.02)Fourth quarter
    152,427
    
    (81,326)
    (b)
    (72,532)
    (b)
    (1.56)
    
    (1.56)Total
    $582,129
    
    $(72,422)
    
    $ (73,143)
    
    $(1.57)
    
    $(1.57)

1. The fiscal 2000 second quarter
    results reflect a special charge of approximately $6,041,000 related to the
    rationalization of operations in the Companys towing services segment
    (see Note 4).

> The fiscal 2000
>       fourth quarter results reflect asset impairments and other special charges
>       totaling $76,855,000 as discussed in Note 4.
>       
>   
>   F-22
>   
>   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 financial statements of Miller Industries, Inc. and subsidiaries
> 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-1
> 
> 
> MILLER INDUSTRIES, INC.
> AND SUBSIDIARIES
> 
> SCHEDULE II - VALUATION
> AND QUALIFYING ACCOUNTS
> 
> 
> Balance
>       at
>       Beginning
>       of Period
>     Charged
>       to
>       Expenses
>     Charged
>       to
>       Other
>     Accounts
>       Written
>       Off
>     Balance
>       at
>       End of
>       Period(In Thousands)Year ended April
>       30, 1999:
>           Deduction from
>       asset accounts:
>              Allowance for
>       doubtful accounts
>     $2,117
>     2,123
>     175(a)
>     (713)
>     $3,702Year ended April
>       30, 2000:
>           Deduction from
>       asset accounts:
>              Allowance for
>       doubtful accounts
>     $3,702
>     4,956
>     59(a)
>     (2,208)
>     $6,509Year ended April
>       30, 2001:
>           Deduction from
>       asset accounts:
>              Allowance for
>       doubtful accounts
>     $6,509
>     3,845
>     (265)(b)
>     (7,236)
>     $2,853

> 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.
>     The other reduction to the
>       allowance for doubtful accounts results from the dispositions of towing
>       services markets in fiscal 2001.











S-2

---



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 30th day of July, 2001.



| | MILLER INDUSTRIES, INC.

By:  /s/
Jeffrey I. Badgley

       Jeffrey I. Badgley,
President,
       Chief Executive Officer
and Director
| | ---------------------------------------------------------------------------------------------------------------------------------------







Pursuant to the
requirements of the Securities Exchange Act of 1934, this Report has been signed
below by the following persons on behalf of the Registrant in the capacities
indicated on the 30th day of July, 2001.





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





---





EXHIBIT INDEX



|Exhibit | Description                                                                                                                                                
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                            
|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      
|        |                                                                                                                                                            
|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
|        |                                                                                                                                                            
|10.62   | Stock Pledge
      Agreement between Registrant and The CIT Group/Business Credit, Inc. dated
      July 23, 2001                                          
|        |                                                                                                                                                            
|10.70   | Amended and Restated
      Credit Agreement among the Registrant, its subsidiary and Bank of America,
      N.A. dated July 23, 2001                       
|        |                                                                                                                                                            
|10.71   | Promissory Note
      among Registrant, its subsidiary and SunTrust Bank dated July 23,
      2001                                                         
|        |                                                                                                                                                            
|10.72   | Promissory Note
      among Registrant, its subsidiary and AmSouth Bank dated July 23, 2001                                                                
|        |                                                                                                                                                            
|10.73   | Promissory Note
      among Registrant, its subsidiary and Wachovia Bank, N.A. dated July 23,
      2001                                                   
|        |                                                                                                                                                            
|10.74   | Promissory Note
      among Registrant, its subsidiary and Bank of America, N.A. dated July 23,
      2001                                                 
|        |                                                                                                                                                            
|10.75   | Warrant Agreement
      dated July 23, 2001                                                                                                                
|        |                                                                                                                                                            
|21      | Subsidiaries of the
      Registrant                                                                                                                       
|        |                                                                                                                                                            
|23      | Consent of Arthur
      Andersen LLP                                                                                                                       
|        |                                                                                                                                                            
|24      | Power of Attorney
      (see signature page)                                                                                                               





---