SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, 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, 1999
                           Commission File No. 0-24298

                             MILLER INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    TENNESSEE
          -------------------------------------------------------------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   62-1566286
                      ------------------------------------
                      (I.R.S. EMPLOYER IDENTIFICATION NO.)

                  8503 HILLTOP DRIVE, OOLTEWAH, TENNESSEE 37363
               ---------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

Securities registered pursuant to Section 12(b) of the Act:

           Common Stock, Par Value $0.01 Per Share.
           ----------------------------------------

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

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

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. 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. [ ]

         The aggregate market value of the voting stock held by nonaffiliates of
the  Registrant  as of July 27, 1999 was $133,550,000  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 27,  1999 there were  46,794,297  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 1999
Annual Meeting of Shareholders are incorporated by reference into Part III.

         Pursuant to Rule  12b-25,  the  following  Items have been omitted from
this Form 10-K: Items 6, 7, 8, 14(a)(1), 14(a)(2), 14(c) and 14(d).


<PAGE>


                                TABLE OF CONTENTS
                             FORM 10-K ANNUAL REPORT

                                     PART I

ITEM 1.
       BUSINESS............................................................ 1

ITEM 2.
       PROPERTIES.......................................................... 17

ITEM 3.
       LEGAL PROCEEDINGS................................................... 17

ITEM 4.
       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................. 18

                                     PART II

ITEM 5.
       MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
       RELATED STOCKHOLDER MATTERS......................................... 18

ITEM 6.
       SELECTED FINANCIAL DATA............................................. 19

ITEM 7.
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS................................. 19

ITEM 8.
       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................... 19

ITEM 9.
       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
       ACCOUNTING AND FINANCIAL DISCLOSURE................................. 19

                                    PART III

ITEM 10.
       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................. 20


                                      -i-

<PAGE>



ITEM 11.
       EXECUTIVE COMPENSATION.............................................. 21

ITEM 12.
       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
       AND MANAGEMENT...................................................... 22

ITEM 13.
       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................... 23

                                     PART IV

ITEM 14.
       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
       ON FORM 8-K.........................................................

FINANCIAL STATEMENTS........................................................F-1

FINANCIAL STATEMENT SCHEDULES...............................................S-1

SIGNATURES.................................................................II-1



                                      -ii-

<PAGE>



                                     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 and
has  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)  manufacturing  and
distributing  towing and recovery equipment and providing  financial and related
services  to the towing and  recovery  industry  and (ii)  providing  towing and
specialized transportation 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 of RoadOne(R).

         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 in manufacturing
and strong brand name  recognition,  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  industry.  The  Company's  owned
distributors and its 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  service  division,
RoadOne,  to begin building a national towing service network.  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,  environmental  clean-up  services,  and  transporting  new  and  used
vehicles and heavy construction equipment. In fiscal 1999, the Company,  through
its RoadOne  subsidiary,  acquired 35 towing  service  companies  with aggregate
historical annual revenues of approximately  $35.9 million.  These  acquisitions
are part of the Company's plan to establish a national  towing  service  network
through owned companies in combination with an extensive group of affiliates. At
July 23, 1999, the Company was operating over 200 facilities  serving 49 markets
in 27 states,  and had  relationships  with over 2,184 RoadOne  affiliates.  The
Company  intends to  continue  its  expansion  into  additional  towing  service
markets.

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
<PAGE>

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 risks that acquisitions do
not  close  and the  cost or  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.

         RISK FACTORS

         UNCERTAINTIES IN INTEGRATING OPERATIONS AND ACHIEVING COST SAVINGS. The
companies  that the Company has recently  acquired and that the Company plans to
acquire have operations in many different  markets.  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 may be  particularly  significant
because   integrating  the  recently   acquired   companies  must  be  addressed
contemporaneously.  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.

         RISKS  ASSOCIATED  WITH  ACQUISITION  STRATEGY.   The  Company  has  an
aggressive  acquisition strategy that has involved,  and is expected to continue
to involve, the acquisition of a significant number of additional companies.  As
a result,  the Company's future success is dependent,  in part, upon its ability
to identify,  finance and acquire attractive businesses and then to successfully
integrate and/or 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.  Although the Company believes that it can
identify and consummate the acquisitions of a sufficient number of businesses to
successfully  implement its growth  strategies,  there can be no assurance  that
such  will  be  the  case.  Further,  there  can  be no  assurance  that  future
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.

          RISKS OF FOREIGN MARKETS.  The Company's growth strategy  includes the
expansion  of its  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.
Prior to these  acquisitions,  the Company had limited experience with sales and
manufacturing  operations outside North America.  There is no assurance that the
Company  will  be  able  to  successfully   integrate  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.

         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



                                      -2-
<PAGE>

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
equipment  and the Company  had no prior  operating  experience  in the lines of
business it recently entered.  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
will be  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  equipment  manufacturing  business,  there can be no assurance
that the Company will be able to successfully operate these new businesses.

         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. 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 service  operations will face continued  competition  from
many  operators  across the country.  The Company also faces  competition in its
consolidation  of  professional  towing  operators.  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.  The Company
may also face significant  competition from large competitors as it enters other
new lines of business, including equipment distribution and financial services.


                                      -3-
<PAGE>


         DEPENDENCE ON  PROPRIETARY  TECHNOLOGY.  Historically,  the Company has
been  able  to  develop  or  acquire  patented  and  other  proprietary  product
innovations  which have  allowed it to produce  what  management  believes to be
technologically  advanced products relative to most of its competition.  Certain
of the Company's patents expire in 2004 at which time the Company may not have a
continuing  competitive  advantage through proprietary  products and technology.
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.

         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.  Although  the  Company
historically  has been  successful  in  retaining  the  services  of its  senior
management,  there can be no  assurance  that the Company will be able to retain
such personnel in the future.

         PRODUCT  LIABILITY  AND  INSURANCE.  The  Company is subject to various
claims,  including  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 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.

         POSSIBLE  ADVERSE  EFFECT OF FUTURE SALES OF COMMON STOCK.  The Company
has filed a shelf registration statement to register for sale, from time to time
on a continuous  basis,  an aggregate of 5 million  shares of Common Stock which
the Company has issued and intends to issue in  connection  with  certain of its
acquisitions or in other transactions.  Such securities may be subject to resale
restrictions   in  accordance  with  the  Securities  Act  and  the  regulations
promulgated  thereunder,  as well as resale limitations  imposed by tax laws and
regulations  or by  contractual  provisions  negotiated by the Company.  As such


                                      -4-
<PAGE>

restrictions  lapse,  such securities may be sold to the public. In the event of
the issuance and subsequent  resale of a substantial  number of shares of Common
Stock,  or a perception  that such sales could occur,  there could be a material
adverse effect on the prevailing market price of Common Stock.

          CONTROL BY PRINCIPAL  SHAREHOLDER.  William G. Miller, the Chairman of
the Company,  beneficially owns  approximately 15% 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 60-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-
<PAGE>

         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  60-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  "Eagle  Claw"  automatic
wheellift hookup device that allows 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 60 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(R). 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 60-ton  heavy duty  models and car  carriers in
lengths from 17 1/2 to 26 feet. Management believes that the Century brand has a
reputation as the industry's leading product innovator.

         VULCAN(R).  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.


                                      -6-
<PAGE>

         CHALLENGER(R).  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 60 tons, and car carriers with lengths  ranging from 17 1/2 to
26  feet.  The  Challenger  line  was  started  in 1975  and is  known  for high
performance heavy duty wreckers and aesthetic design.

         HOLMES(R).  The  Company's  Holmes  product  line  includes  mid-priced
wreckers  with 8 to 16 ton  capacities  and  car  carriers  in 17 1/2 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(R). The Champion brand, which was introduced in 1991, includes
car carriers which range in length from 17 1/2 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(TM).  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(R).  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(TM).  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(TM).   The  Company's   Boniface  product  line  is  comprised
primarily of heavy duty wreckers.  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.


                                      -7-
<PAGE>

         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.

         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

         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 40 sales representatives,  34 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, 1999, no single distributor accounted for
more than 5% of the Company's sales. Management believes the Company's broad and



                                      -8-
<PAGE>

diverse  customer  base  provides  it with the  flexibility  to adapt to  market
changes,  lessens its  dependence  on  particular  distributors  and reduces the
impact of regional economic factors.

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

         The  Company  routinely  responds  to  requests  for  proposals  or bid
invitations in consultation  with its local  distributors.  The Company has 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.

         TOWING EQUIPMENT DISTRIBUTOR ACQUISITIONS

         During  fiscal years 1997 and 1998,  the Company's  distribution  group
acquired 10 towing  equipment  distributors.  These  distributors are located in
California,  Colorado,  Florida, Georgia, Illinois, Missouri and Mississippi and
in British Columbia and Ontario,  Canada. The acquired  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-owned distributors generally do not compete in the
same geographic markets as the Company's independent distributors.

         The Company may acquire  additional towing equipment  distributors from
time to time and  anticipates  financing  such  acquisitions  with  issuances of
Common Stock, cash and/or borrowings under lines of credit, but is not currently
a party to any agreement to acquire any other distributors.  The Company uses an
internal acquisition team,  supplemented as needed by outside advisors,  and its
extensive  contacts  in the towing  service  industry,  to  identify,  evaluate,
acquire and integrate towing equipment distributors.  Acquisition candidates are
evaluated based on stringent criteria in a comprehensive  process which includes
operational, legal and financial due diligence reviews.

         FINANCIAL SERVICES

         The  Company's   Financial  Services  Group  commenced   operations  in
September 1996 to provide  financial  services to towing and recovery  equipment
distributors and towing service  companies.  The Company initially offered 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 insurance coverage,  extended warranties and related services
to purchasers of the Company's products.


                                      -9-
<PAGE>

         The Company has entered into  business  relationships  with  Associates
Commercial  Corporation,  and others (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.  Due to its emphasis on quality production,  the Company's warranty
expense in fiscal 1999 averaged less than 1% of net sales.  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, as well as
the recent  plant  expansions,  management  believes  that the  current  backlog
represents less than three months of production.

         COMPETITION

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

         Traditionally,  the capital  requirements for entry into the towing and
recovery  manufacturing industry have been relatively low. Management believes a
manufacturer's  capital resources and access to technological  improvements have
become a more  integral  component  of  success  in recent  years.  Accordingly,
management  believes that the  Company's  ownership of patents on certain of the


                                      -10-
<PAGE>

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, 1999, the Company employed  approximately  1,287 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.  With  the
acquisition  of 112 towing  service  companies as of July 23, 1999,  RoadOne has
become a leading towing service company with operations at over 200 locations in
27 states. RoadOne's corporate offices are located in Chattanooga, Tennessee.

         Historically,  the towing service industry has been highly  fragmented,
with an estimated  30,000  professional  towing  operators in the United States,
many  that  are  undercapitalized  local  operators  with  no  viable  means  of
independently   realizing  the  economic  value  they  have  created  for  their
businesses. As the Company continues to pursue the acquisition of towing service
companies,   management   believes  that  these  owned  companies,   along  with
affiliations  established with non-owned  professional  towing operations,  will
form an organization capable of offering commercial  industries,  as well as the
general  public,  consistent,  high  quality  service  across  the  nation.  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.  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,


                                      -11-
<PAGE>

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
service  towing 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.

         ENVIRONMENTAL  CLEANUP.  RoadOne also  provides  environmental  cleanup
services to a range of commercial customers in some markets.  These services are
typically  provided when there is a spill of a petroleum  product in conjunction
with a wrecked  vehicle  requiring  towing and recovery  services,  but may also
involve  an  isolated  spill.  RoadOne  does not  cleanup  spills  of  materials
designated as Hazardous Materials by the Environmental  Protection Agency. There


                                      -12-
<PAGE>

are fixed  and  variable  components  to the fees  charged  by  RoadOne  for its
environmental cleanup services.

         SPECIALIZED TRANSPORTATION

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

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

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

         DISPATCH SYSTEMS

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

         TOWING SERVICE ACQUISITIONS

         The Company  intends to continue to acquire  additional  towing service
operations.  The Company has targeted  professional  towers, and generally seeks
operators  who have good  reputations  in their  markets  and  solid  management
willing to continue in the employment of the Company after the acquisition.  The
Company uses an internal  acquisition  team,  supplemented  as needed by outside
advisors,  and  its  extensive  contacts  in the  towing  service  industry,  to
identify,   evaluate,  acquire  and  integrate  towing  operators.   Acquisition
candidates  are  evaluated  based on criteria in a  comprehensive  process which
includes  operational,  legal and financial due diligence  reviews.  The Company
expects to utilize  Common  Stock,  cash,  or both as  consideration  for future
acquisitions.

         During fiscal 1999, the Company acquired 35 towing service companies in
separate transactions, none of which were individually material to the financial
results of the Company.  The Company  issued an aggregate of  approximately  1.2
million shares of Common Stock and paid  approximately  $22.3 million in cash in
such  transactions  which have been  accounted for under the purchase  method of


                                      -13-
<PAGE>

accounting.  Subsequent  to  April  30,  1999,  the  Company  has  acquired  one
additional towing service company as of July 23, 1999, paying approximately $1.3
million in cash. This transaction was accounted for under the purchase method of
accounting.

         At July 23,  1999,  the Company had entered  into  letters of intent to
acquire six additional  towing  service  companies in  transactions  expected to
close over the  following  several  weeks.  These  transactions  are  subject to
customary conditions,  including completion of due diligence  investigations and
execution  of  definitive  acquisition  agreements,  among  others.  The Company
intends to  continue  to  aggressively  pursue  additional  purchases  of towing
service companies.

         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 will be 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.  The Company's intention is eventually to sign agreements with a large
number of RoadOne  affiliates  across North  America.  As of July 23, 1999,  the
Company had signed 2,184  agreements  with RoadOne  affiliates in all 50 states,
Puerto Rico and five 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 its consolidation of a number of these companies will give
it  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.  The  Company  also  faces  competition  in its
consolidation  of  professional  towing  operators.  These  operators  could  be
consolidated by other  companies,  individuals or entities,  or they could enter
into affiliate  relationships with other companies.  In addition,  the Company's
presence  in the  towing  service  industry  presents  the risk that it could be
viewed as being in competition with other customers of the Company.

         EMPLOYEES

         At April 30, 1999, the Company employed  approximately  3,022 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.


                                      -14-
<PAGE>

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.

         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.

                                      -15-
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>

                  NAME                        AGE                     POSITION WITH THE COMPANY
                  ----                        ---                     -------------------------
<S>                                           <C>     <S>
William G. Miller......................       52      Chairman of the Board
Jeffrey I. Badgley.....................       48      President, Chief Executive Officer and Director
James A. McKinney......................       54      Chief Executive Officer - RoadOne, Inc. and Director
Frank Madonia..........................       50      Executive Vice President, Secretary and General Counsel
J. Vincent Mish........................       48      Vice  President,  Chief  Financial  Officer  and  President  of
                                                           Financial Services Group
Daniel N. Sebastian....................       56      Vice President
</TABLE>


          WILLIAM G.  MILLER has 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.  BADGLEY  has  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 Manufacturing,  Inc.,
from 1982 until joining Miller Industries Towing Equipment Inc.

          JAMES A.  MCKINNEY has served as Chief  Executive  Officer of RoadOne,
Inc.  since June 1999,  and as a director of the Company  since June 1999.  From
August 1998 through June 1999, Mr.  McKinney  served as Executive Vice President
of Rollins, Inc.. From January 1997 through May 1998, Mr. McKinney served as the
Chief Executive  Officer of Skywire.  From 1993 to 1997 he served as Senior Vice
President for Federal Express.

         FRANK MADONIA has 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  MISH is a certified  public  accountant  and has served as
President of the Financial  Services  Group since  September  1996 and as a Vice
President of the Company  since April 1994.  From April 1994  through  September
1996, Mr. Mish served as Chief Financial Officer and Treasurer of the Company, a


                                      -16-
<PAGE>

position he  reassumed  in June,  1999.  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.

          DANIEL N.  SEBASTIAN has served as Vice President of the Company since
April 1994.  Mr.  Sebastian  has also served as  President  of Champion  Carrier
Corporation  ("Champion"),  a wholly owned subsidiary of the Company, since July
1993.  Mr.  Sebastian  served as Vice  President of SAFEREC,  Inc., a towing and
recovery  distributorship,  from 1987  until  1988,  at which time he became the
operating manager of Champion.  Mr. Sebastian has over 25 years of experience in
the towing and recovery industry.

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 208,000 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  100,000  square feet,  produces car carriers and
light duty wreckers; and the Greeneville plant, containing approximately 100,000
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
22,500 square feet.

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

          In  connection  with  its  acquisition  of  over  112  towing  service
companies,  the Company has acquired or entered into leases for property at over
200  locations  in 27 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 10,000  square  feet of  leased  space in  Chattanooga,
Tennessee.

ITEM 3.  LEGAL PROCEEDINGS

          In January  1998,  the Company  received a letter  from the  Antitrust
Division of the  Department  of Justice  (the  "Division")  stating  that it was
conducting  a  civil  investigation  covering  "competition  in  the  tow  truck
industry." The letter asked that the Company preserve its records related to the
tow truck  industry,  particularly  documents  related  to sales  and  prices of
products and parts, acquisition of other companies in the industry,  distributor
relations, patent matters, competition in the industry generally, and activities
of other companies in the industry.  In March 1998, the Company received a Civil
Investigation  Demand  ("CID")  issued by the Division as part of its continuing
investigation  of  whether  there  are,  have been or may be  violations  of the


                                      -17-
<PAGE>

federal  antitrust  statutes  in the tow truck  industry.  Under  this CID,  the
Company has produced  information and documents to assist in the  investigation,
has corresponded and met with the Division concerning the investigation,  and is
continuing to cooperate  with the Division.  It is unknown at this time what the
eventual outcome of the investigation will be.

         During  September,  October and November 1997, five lawsuits were filed
by certain persons who seek to represent a class of  shareholders  who purchased
shares of the Company's common stock during the period from either October 15 or
November  6, 1996 to  September  11,  1997.  Four of the suits were filed in the
United States District Court for the Northern District of Georgia. The remaining
suit was filed in the Chancery Court of Hamilton County,  Tennessee. In general,
the  individual  plaintiffs in all of the cases allege that they were induced to
purchase  the  Company's  common  stock  on the  basis of  allegedly  actionable
misrepresentations  or omissions  about the Company and its  business  and, as a
result were thereby damaged. Four of the complaints assert claims under Sections
10(b)  and  20 of the  Securities  Act  of  1934.  The  complaints  name  as the
defendants  the Company and  various of its  present  and former  directors  and
officers.  The plaintiffs in the four actions which  involved  claims in Federal
Court under the Securities Exchange Act of 1934 have consolidated those actions.
The Company filed a motion to dismiss in the consolidated case which was granted
in part and denied in part.  The proposed class was certified by order dated May
27, 1999.  The Company filed a motion to dismiss in the Tennessee case which was
granted in its entirety.  The plaintiffs in that case,  with permission from the
Court,  amended and refiled their complaint,  which was dismissed with prejudice
by order of the  Court  dated  March 11,  1999.  On April 5,  1999  counsel  for
plaintiffs  filed a notice of appeal. In both these  actions,  the  Company  has
denied liability and will continue to vigorously defend itself.

          In addition to the shareholder litigation described above, 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.


                                     PART II

ITEM 5    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER 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, 1997 through April 30, 1999.


                                      -18-
<PAGE>
<TABLE>
<CAPTION>

                                                                                  HIGH                   LOW
                                                                                  ----                   ----
<S>                                                                              <C>                    <C>
FISCAL YEAR ENDED APRIL 30, 1998
   First Quarter                                                                 $17.63                 $11.88
   Second Quarter                                                                $18.25                 $ 9.00
   Third Quarter                                                                 $12.00                 $ 9.06
   Fourth Quarter                                                                $11.44                 $ 6.19

FISCAL YEAR ENDED APRIL 30, 1999
   First Quarter                                                                 $ 8.88                 $ 6.19
   Second Quarter                                                                $ 7.44                 $ 3.75
   Third Quarter                                                                 $ 7.00                 $ 4.00
   Fourth Quarter                                                                $ 6.31                 $ 4.19
</TABLE>


         The  approximate  number of holders of record and beneficial  owners of
Common Stock as of July 27, 1999 was 1,874 and 10,000, respectively.

         The Company has never declared cash dividends on the Common Stock.  The
Company  intends to retain its earnings to finance the expansion of its business
and does not anticipate  paying cash dividends in the  foreseeable  future.  Any
future  determination  as to the payment of cash dividends will depend upon such
factors as earnings,  capital  requirements,  the Company's financial condition,
restrictions  in financing  agreements and other factors deemed  relevant by the
Board of Directors. The payment of dividends by the Company is restricted by its
revolving credit facility.


ITEM 6.  SELECTED FINANCIAL DATA

         Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K
and will be filed by subsequent amendment.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
         OF OPERATIONS

         Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K
and will be filed by subsequent amendment.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K
and will be filed by subsequent amendment.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not applicable.


                                      -19-
<PAGE>

                                    PART III

ITEM 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         DIRECTORS

      NAME OF DIRECTOR        BACKGROUND INFORMATION

Jeffrey I. Badgley            Mr.  Badgley,  48, has  served as Chief  Executive
                              Officer of the Company  since  November  1997,  as
                              President of the Company  since June 1996 and as a
                              director  since January 1996. In June 1997, he was
                              named Co-Chief Executive Officer of the Company, a
                              title he shared  with Mr.  Miller  until  November
                              1997.  Mr. Badgley served as Vice President of the
                              Company from 1994 to 1996, and as Chief  Operating
                              Officer  of the  Company  from  June  1996 to June
                              1997.  In  addition,  Mr.  Badgley  has  served as
                              President of Miller  Industries  Towing  Equipment
                              Inc.  since  1996.  Mr.  Badgley  served  as  Vice
                              President  - Sales  of  Miller  Industries  Towing
                              Equipment  Inc.  from 1988 to 1996.  He previously
                              served as Vice  President - Sales and Marketing of
                              Challenger   Wrecker   Corporation    ("Challenger
                              Wrecker"),   from  1982   until   joining   Miller
                              Industries Towing Equipment Inc.

A. Russell Chandler, III      Mr. Chandler,  54, has served as a director of the
                              Company since April 1994.  He currently  serves as
                              Chairman  of  Amplified.Com,   an  internet  music
                              provider, and is founder and Chairman of Whitehall
                              Group  Ltd.,  a private  investment  firm based in
                              Atlanta, Georgia. Mr. Chandler served as the Mayor
                              of the Olympic  Village for the Atlanta  Committee
                              for the  Olympic  Games from 1990  through  August
                              1996.  From 1987 to 1993, he served as Chairman of
                              United  Plastic Films,  Inc., a  manufacturer  and
                              distributor of plastic bags. He founded Qualicare,


                                      -20-
<PAGE>

                              Inc., a hospital  management  company, in 1972 and
                              served as President  and Chief  Executive  Officer
                              until its sale in 1983. In addition,  Mr. Chandler
                              serves on a number of community  advisory  boards,
                              including the Wharton Graduate  Advisory Board and
                              the Georgia Tech Foundation Board of Trustees.

Paul E. Drack                 Mr.  Drack,  70, has  served as a director  of the
                              Company  since  April  1994.  Mr.  Drack is also a
                              director of Euramax  International  PLC. Mr. Drack
                              retired in December  1993 as  President  and Chief
                              Operating Officer of AMAX Inc.,  positions he held
                              since  August 1991.  From 1985 to 1991,  Mr. Drack
                              served  in  various   capacities   for   operating
                              subsidiaries  of  AMAX  Inc.  including  Chairman,
                              President  and Chief  Executive  Officer of Alumax
                              Inc. and  President of Kawneer  Company.  He was a
                              director of AMAX Inc. from 1988 to 1993.  Prior to
                              its  acquisition  by  another  entity in  November
                              1993,  AMAX Inc.  was a producer of  aluminum  and
                              manufactured  aluminum  products with interests in
                              domestic energy and gold production.

James A. McKinney             Mr.  McKinney,  54, has served as Chief  Executive
                              Officer of RoadOne, Inc. since June 1999, and as a
                              director  of the  Company  since June  1999.  From
                              August 1998 through June 1999, Mr. McKinney served
                              as Executive Vice President of Rollins, Inc.. From
                              January 1997 through May 1998, Mr. McKinney served
                              as the Chief  Executive  Officer of Skywire.  From
                              1993 to 1997 he served as  Senior  Vice  President
                              for Federal Express.

William G. Miller             Mr.  Miller,  52,  has served as  Chairman  of the
                              Board  since  April  1994.   He  served  as  Chief
                              Executive  Officer of the Company  from April 1994
                              until  June  1997.  In  June  1997,  he was  named
                              Co-Chief Executive Officer, a title he shared with
                              the Company's President,  Jeffrey I. Badgley until
                              November 1997. Mr. Miller also served 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.

Richard H. Roberts            Mr.  Roberts,  45, has served as a director of the
                              Company since April 1994.  Mr.  Roberts  currently
                              serves as Senior  Vice  President,  Secretary  and
                              General  Counsel  of  Forward   Corporation.   Mr.
                              Roberts has also served as Senior Vice  President,
                              Secretary   and   General   Counsel   of   Landair
                              Corporation,   a   position   he  has  held  since
                              September 1998. Mr. Roberts was partner in the law
                              firm of Baker, Worthington,  Crossley & Stansberry
                              from January 1991 to August 1994 and prior thereto
                              was an  associate  of the firm.  Mr.  Roberts  has
                              served as a director  of Forward  Air  Corporation
                              and Laindair Corporation.

         EXECUTIVE OFFICERS

         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.


                                      -21-
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as  of  July  27,  1999,  certain
information with respect to (a) all shareholders known to be "beneficial owners"
(as that term is defined in the rules of the Securities and Exchange Commission)
of more  than  five  percent  of the  Common  Stock;  and (b) the  Common  Stock
"beneficially  owned" (i) by each director or nominee for director,  (ii) by the
executive officers named above under "Executive Officers of the Registrant," and
(iii) all executive officers and directors of the Company as a group.  Except as
otherwise  indicated,  the shareholders listed in the table have sole voting and
investment powers with respect to the Common Stock owned by them.
<TABLE>

                                                        AMOUNT AND NATURE
                                                           OF BENEFICIAL                  PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER                        OWNERSHIP<F1>                    CLASS<F1>
------------------------------------                        -------------                    ---------
<S>                                                         <C>                             <C>
William G. Miller<F2>                                       6,369,409<F3>                   13.61%
Jeffrey I. Badgley                                           364,756<F4>                      *
Frank Madonia                                                323,756<F5>                      *
J. Vincent Mish                                              325,631<F6>                      *
James A. McKinney                                                 -                           *
Adam L. Dunayer                                               83,500<F7>                      *
A. Russell Chandler, III                                      95,919<F8>                      *
Paul E. Drack                                                 95,918<F9>                      *
Richard H. Roberts                                            80,918<F10>                     *
Daniel N. Sebastian                                          296,956<F11>                     *
All Executive Officers and Directors as a Group            8,036,763<F12>                   17.17%
         (10 persons)
----------------------------
<FN>
* Less than one percent

<F1>  The  Percent of Class  column  represents  the  percentage  that the named
      person or group would  beneficially  own if such person or group, and only
      such person or group,  exercised  all  currently  exercisable  options and
      rights to acquire shares of Common Stock held by such person or group.

<F2>  Mr. Miller's business address is c/o Miller Industries,  Inc., 3220 Pointe
      Parkway, Suite 100, Norcross, Georgia 30092.

<F3>  Includes  546,444  shares held by the Miller  Family  Foundation,  Inc., a
      Georgia non-profit corporation of which Mr. Miller is the sole director.

<F4>  Includes  288,179 shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F5>  Includes  245,679 shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F6>  Includes  247,554 shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F7>  Includes  83,500  shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F8>  Includes  95,919  shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F9>  Includes  95,918  shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F10> Includes  80,918  shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F11> Includes  221,521 shares which are issuable  pursuant to options which are
      exercisable within sixty days of the date set forth above.

<F12> Includes 1,364,688 shares which are issuable pursuant to options which are
      exercisable within sixty days of the date set forth above.
</FN>
</TABLE>

                                      -22-
<PAGE>

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)(1)   Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K
         and will be filed by subsequent amendment.


(A)(2)   Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K
         and will be filed by subsequent amendment.



                                      -23-
<PAGE>


(A)(3)   EXHIBITS

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

<TABLE>
<CAPTION>
                                                          INCORPORATED BY
                                                            REFERENCE TO                                                 EXHIBIT
                                                        REGISTRATION OR FILE      FORM OR REPORT       DATE OF REPORT   NUMBER IN
                           DESCRIPTION                         NUMBER                                                     REPORT
------------ ----------------------------------------- ------------------------ ------------------- --------------------------------
<C>           <S>                                             <C>                      <C>             <S>                 <C>
3.1          Charter of the Registrant (composite                 -                    10-K            April 30, 1998      3.1
             conformed copy)
3.2          Bylaws of the Registrant                         33-79430                 S-1               August 1994       3.2
10.1         Settlement Letter dated April 27, 1994           33-79430                 S-1               August 1994       10.7
             between Miller Group, Inc. and the
             Management Group
10.5         Participants Agreement dated as of               33-79430                 S-1               August 1994      10.11
             April 30, 1994 between the Registrant,
             Century Holdings, Inc., Century Wrecker
             Corporation, William G. Miller and
             certain former shareholders of Miller
             Group, Inc.
10.20        Technology Transfer Agreement dated              33-79430                 S-1               August 1994      10.26
             March 21, 1991 between Miller Group,
             Inc., Verducci, Inc. and Jack Verducci
10.21        Form of Noncompetition Agreement                 33-79430                 S-1               August 1994      10.28
             between the Registrant and certain
             officers of the Registrant
10.22        Form of Nonexclusive Distributor                 33-79430                 S-1               August 1994      10.31
             Agreement
10.23        Miller Industries, Inc. Stock Option             33-79430                 S-1               August 1994       10.1
             and Incentive Plan**
10.24        Form of Incentive Stock Option                   33-79430                 S-1               August 1994       10.2
             Agreement**
10.25        Miller Industries, Inc. Cash Bonus               33-79430                 S-1               August 1994       10.3
             Plan**
10.26        Miller Industries, Inc. Non-Employee             33-79430                 S-1               August 1994       10.4
             Director Stock Option Plan**


                                                               -24-
<PAGE>
<CAPTION>
                                                          INCORPORATED BY
                                                            REFERENCE TO                                                 EXHIBIT
                                                        REGISTRATION OR FILE      FORM OR REPORT       DATE OF REPORT   NUMBER IN
                           DESCRIPTION                         NUMBER                                                     REPORT
------------ ----------------------------------------- ------------------------ ------------------- --------------------------------

<C>          <S>                                              <C>                   <C>                <C>               <C>
10.27        Form of Director Stock Option                    33-79430                 S-1               August 1994       10.5
             Agreement**
10.28        Employment Agreement dated October 14,           33-79430                 S-1               August 1994      10.29
             1993 between Century Wrecker
             Corporation and Jeffrey I. Badgley**
10.29        First Amendment to Employment Agreement          33-79430                 S-1               August 1994      10.33
             between Century Wrecker Corporation and
             Jeffrey I. Badgley**
10.30        Form of Employment Agreement between                 -                 Form 10-K          April 30, 1995     10.37
             Registrant and each of Messrs. Madonia
             and Mish**
10.31        First Amendment to Miller Industries,                -                 Form 10-K          April 30, 1995     10.38
             Inc. Non-Employee Director Stock Option
             Plan**
10.32        Second Amendment to Miller Industries,               -                 Form 10-K          April 30, 1996     10.39
             Inc. Non-Employee Director Stock Option
             Plan**
10.33        Second Amendment to Miller Industries,               -                 Form 10-K          April 30, 1996     10.40
             Inc. Stock Option and Incentive Plan**
10.34        Employment Agreement dated July 8, 1997           0-24298             Form 10-Q/A          July 31, 1997       10
             between the Registrant and William G.
             Miller**
10.35        Credit Agreement Among NationsBank of                -                 Form 10-K          April 30, 1998     10.35
             Tennessee, N.A., the Registrant and
             certain subsidiaries of Registrant
             dated January 30, 1998.
10.36        Negative Pledge Agreement Among                      -                 Form 10-K          April 30, 1998     10.36
             NationsBank of Tennessee, N.A., the
             Registrant and certain subsidiaries of
             Registrant dated January 30, 1998.


                                                               -25-
<PAGE>
<CAPTION>
                                                          INCORPORATED BY
                                                            REFERENCE TO                                                 EXHIBIT
                                                        REGISTRATION OR FILE      FORM OR REPORT       DATE OF REPORT   NUMBER IN
                           DESCRIPTION                         NUMBER                                                     REPORT
------------ ----------------------------------------- ------------------------ ------------------- --------------------------------
<C>          <S>                                                  <C>               <C>                <C>                <C>
10.37        Guaranty Agreement Among NationsBank of              -                 Form 10-K          April 30, 1998     10.37
             Tennessee, N.A. and certain
             subsidiaries of Registrant dated
             January 30, 1998.
10.38        Stock Pledge Agreement Between                       -                 Form 10-K          April 30, 1998     10.38
             NationsBank of Tennessee, N.A. and the
             Registrant dated January 30, 1998.
10.39        Stock Pledge Agreement Between                       -                 Form 10-K          April 30, 1998     10.39
             NationsBank of Tennessee, N.A. and the
             certain subsidiaries of the Registrant
             dated January 30, 1998.
10.40        Revolving Note Among NationsBank of                  -                 Form 10-K          April 30, 1998     10.40
             Tennessee, N.A., the Registrant and
             certain subsidiaries of Registrant
             dated January 30, 1998.
10.41        Revolving Note Among Bank of America,                -                 Form 10-K          April 30, 1998     10.41
             FSB, the Registrant and certain
             subsidiaries of Registrant dated
             January 30, 1998.
10.42        Revolving Note Among Wachovia Bank,                  -                 Form 10-K          April 30, 1998     10.42
             N.A., the Registrant and certain
             subsidiaries of Registrant dated
             January 30, 1998.
10.43        Revolving Note Among First American                  -                 Form 10-K          April 30, 1998     10.43
             National Bank, the Registrant and
             certain subsidiaries of Registrant
             dated January 30, 1998.
10.44        Swing Line Note Among NationsBank of                 -                 Form 10-K          April 30, 1998     10.44
             Tennessee, N.A., the Registrant and
             certain subsidiaries of Registrant
             dated January 30, 1998.
10.45        LC Account Agreement Among NationsBank               -                 Form 10-K          April 30, 1998     10.45
             of Tennessee, N.A., the Registrant and
             certain subsidiaries of Registrant
             dated January 30, 1998.

                                                               -26-
<PAGE>

                                                          INCORPORATED BY
                                                            REFERENCE TO                                                 EXHIBIT
                                                        REGISTRATION OR FILE      FORM OR REPORT       DATE OF REPORT   NUMBER IN
                           DESCRIPTION                         NUMBER                                                     REPORT
------------ ----------------------------------------- ------------------------ ------------------- --------------------------------

<C>          <S>                                                  <C>               <C>                <C>                <C>
10.46        Amendment No. 1 to the Credit Agreement              -                 Form 10-K          April 30, 1998     10.46
             Among NationsBank of Tennessee, N.A.,
             the Registrant and certain subsidiaries
             of Registrant dated January 31, 1998.
10.47        Form of Indemnification Agreement dated              -                 Form 10-Q        September 14, 1998     10
             June 8, 1998 by and between the
             Registrant and each of William G.
             Miller, Jeffrey I. Badgley, A. Russell
             Chandler, Paul E. Drack, Adam L.
             Dunayer, Stephen Furbacher, Frank
             Madonia, J. Vincent Mish, Richard H.
             Roberts, and Daniel N. Sebastian**
10.48        Employment Agreement between the                     -                 Form 10-Q         December 15, 1998    10.1
             Registrant and Jeffrey I. Badgley,
             dated September 11, 1998**
10.49        Employment Agreement between the                     -                 Form 10-Q         December 15, 1998    10.2
             Registrant and Adam L. Dunayer, dated
             September 11, 1998**
10.50        Employment Agreement between the                     -                 Form 10-Q         December 15, 1998    10.3
             Registrant and Frank Madonia, dated
             September 11, 1998**
10.51        Agreement between the Registrant and                 -                 Form 10-Q         December 15, 1998    10.4
             Jeffrey I. Badgley, dated September 11,
             1998**
10.52        Agreement between the Registrant and                 -                 Form 10-Q         December 15, 1998    10.5
             Adam L. Dunayer, dated September 11,
             1998**
10.53        Agreement between the Registrant and                 -                 Form 10-Q         December 15, 1998    10.6
             Frank Madonia, dated September 11,
             1998**
10.54        Employment Agreement between the                     *
             Registrant and James A McKinney, dated
             May 12, 1999**


                                      -27-
<PAGE>
<CAPTION>

                                                          INCORPORATED BY
                                                            REFERENCE TO                                                 EXHIBIT
                                                        REGISTRATION OR FILE      FORM OR REPORT       DATE OF REPORT   NUMBER IN
                           DESCRIPTION                         NUMBER                                                     REPORT
------------ ----------------------------------------- ------------------------ ------------------- --------------------------------
<C>          <S>                                           <S>
10.55        Agreement between the Registrant and                 *
             James A. McKinney, dated May 12, 1999**
10.56        Amendment No. 3 to the Credit Agreement              *
             Among Bank of America, N.A. d/b/a
             NationsBank, N.A. successor to
             NationsBank, N.A., the Registrant, and
             Certain Subsidiaries of Registrant
             dated July 27, 1999.
21           Subsidiaries of the Registrant                       *
23           Consent of Arthur Andersen LLP                (to be filed by
                                                              amendment)
24           Power of Attorney (see signature page)               *
27           Financial Data Schedule                       (to be filed by
                                                              amendment)
-----------------------------------------------------
</TABLE>

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


(B)      None.

(C)      Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K
         and will be filed by subsequent amendment.

(D)      Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K
         and will be filed by subsequent amendment.

                                      -28-
<PAGE>

                                   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 29th day of
July, 1999.

                                MILLER INDUSTRIES, INC.


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

                                POWER OF ATTORNEY

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

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant in the capacities indicated on the 29th day of July, 1999.

Signature                                    Title

/s/ William G. Miller                        Chairman of the Board of Directors
William G. Miller

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

/s/ J. Vincent Mish                          Vice President, Treasurer and
J. Vincent Mish                              Chief Financial Officer
                                             (Principal Financial and
                                             Accounting Officer)

/s/ A. Russell Chandler, III                 Director
A. Russell Chandler, III

/s/ Paul E. Drack                            Director
Paul E. Drack

/s/ Richard H. Roberts                       Director
Richard H. Roberts

/s/ James A. McKinney                       Chief Executive Officer
James A. McKinney                            - RoadOne, Inc. and Director


                                      II-1
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT                      DESCRIPTION


10.54                      Employment Agreement between the Registrant and James
                           A. McKinney, dated May 12, 1999.

10.55                      Agreement   between  the   Registrant  and  James  A.
                           McKinney, dated May 12, 1999.

10.56                      Amendment No. 3 to the Credit Agreement among Bank of
                           America,  N.A. d/b/a  NationsBank,  N.A. successor to
                           NationsBank,   N.A.,  the  Registrant,   and  certain
                           Subsidiaries of the Registrant, dated July 27, 1999.

21                         Subsidiaries of the Registrant

24                         Power of Attorney (see signature page)