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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SUPREME INDUSTRIES, INC.
(NAME OF ISSUER)
SUPREME INDUSTRIES, INC.
(NAME OF PERSON FILING STATEMENT)
COMMON SHARES, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
868607102
(CUSIP NUMBER OF CLASS OF SECURITIES)
HERBERT M. GARDNER
CHAIRMAN OF THE BOARD
SUPREME INDUSTRIES, INC.
P.O. BOX 237
65140 U.S. 33 EAST
GOSHEN, IN 46526
(219) 642-3070
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
VERNON E. REW, Jr.
LAW, SNAKARD & GAMBILL, P.C.
3200 BANK ONE TOWER
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(817) 878-6307
APRIL 12, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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Amount Previously Paid: Not applicable Filing party: Not applicable.
Form or Registration No.: Not applicable Date Filed: Not applicable.
This Issuer Tender Offer Statement on Schedule 13E-4 (this "Schedule 13E-4")
relates to the offer by Supreme Industries, Inc., a Delaware corporation (the
"Company"), to purchase up to 2,000,000 (or such lesser number as are properly
tendered) of its Common Stock, $.10 par value (the "Shares"), at prices not
greater than $10.00 per Share and not less than $8.75 per Share, net to the
seller in cash, without interest thereon, as specified by the stockholders
tendering their Shares, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated April 12, 1998 (the "Offer to Purchase"), and in
the related Letter of Transmittal (the Offer to Purchase and the Letter of
Transmittal, collectively, as amended or supplemented from time to time, the
"Offer"). The Offer to Purchase and the related Letter of Transmittal are filed
as Exhibits (a)(1) and (a)(2) hereto, respectively.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Supreme Industries, Inc., a Delaware
corporation, and the address of its principal executive offices is P.O. Box
237, 65140 U.S. 33 East, Goshen, Indiana 46526.
(b) The title of the securities that are the subject of the Offer is the
Company's Common Stock, $.10 par value. There were 11,501,633 combined
total Shares outstanding on April 7, 1999. The information set forth under
the heading "Introduction" in the Offer to Purchase and in Sections 1 -10
of the Offer to Purchase is incorporated by reference herein.
The Offer is for up to 2,000,000 Shares (or such lesser number of shares as are
properly tendered), at prices not greater than $10.00 per Share and not less
than $8.75 per Share, net to the seller in cash, without interest thereon, as
specified by the stockholders tendering their Shares. The Offer is being made to
all holders of Shares, including directors, officers, and affiliates of the
Company. The Company is not aware of any of its directors, officers, or
affiliates that will be tendering Shares pursuant to the Offer.
(c) Information with respect to the principal market for, and the price
range of, the Shares is set forth under the heading "Introduction" in the
Offer to Purchase and in "Section 7. Price Range of Shares; Dividends" of
the Offer to Purchase, which is incorporated by reference herein.
(d) This statement is filed by the Company, the issuer of the securities.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Information with respect to the source and amount of funds to be used
for the purchase of Shares in the Offer is set forth under the heading
"Introduction" in the Offer to Purchase and "Section 8. Source and Amount
of Funds" of the Offer to Purchase, which is incorporated by reference
herein.
(b) A summary of the loan arrangement containing the identity of the
parties, the term, the collateral, the stated and effective interest rates,
and other material terms or conditions relative to such loan arrangement is
set forth in the Commitment Letter attached hereto as EXHIBIT b(1) of this
Schedule 13E-4, which is incorporated by reference herein, the arrangements
to repay such borrowing under the loan arrangement described in the
Commitment Letter is set forth under the heading "Section 8. Source and
Amount of Funds" of the Offer to Purchase, which is incorporated by
reference herein.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Information with respect to the purpose of the Offer and the planned disposition
of the Shares and the possible effects of the Offer is set forth under the
heading "Introduction" in the Offer to Purchase and "Section 2. Purpose of the
Offer; Certain Effects of the Offer" of the Offer to Purchase, which is
incorporated by reference herein. Other than as indicated herein, the Company
has no current plans or proposals that relate to or would
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result in: (a) the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or any of its subsidiaries; (d) any
change in the present Board of Directors or management of the Company; (e) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Company; (f) any other material change in the Company's
corporate structure or business; (g) any change in the Company's Certificate of
Incorporation or other actions which may impede the acquisition of control of
the Company by any person; (h) a class of equity security of the Company being
delisted from a national securities exchange or ceasing to be authorized for
quotation in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity security of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) the suspension of the Company's obligation to file reports
pursuant to Section 15(d) of the Exchange Act.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any of its executive officers or directors or any associate of any of
the foregoing has engaged in any transactions involving the Shares during the 40
business days prior to the date hereof, except as set forth in "Section 10.
Interests of Directors and Officers; Transactions and Arrangements Concerning
Shares" of the Offer to Purchase, which is incorporated by reference herein.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Neither the Company nor, to the knowledge of the Company, any of its executive
officers, directors, or affiliates is a party to any contract, arrangement,
understanding, or relationship relating directly or indirectly to the Offer and
the securities of the Company, except as set forth in "Section 2. Purpose of the
Offer; Certain Effects of the Offer" and "Section 10. Interests of Directors and
Officers; Transactions and Arrangements Concerning Shares" of the Offer to
Purchase, which is incorporated by reference herein.
ITEM 6. PERSONS RETAINED, EMPLOYED, OR TO BE COMPENSATED.
Information with respect to persons employed, compensated, retained, or to be
compensated by the Company to make the solicitations in connection with the
tender offer is set forth in "Section 15. Fees and Expenses" of the Offer to
Purchase, which is incorporated by reference herein.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The financial and pro forma financial information set forth in
"Section 9. Certain Information About the Company" of the Offer to Purchase
is incorporated by reference herein.
ITEM 8. ADDITIONAL INFORMATION.
(a) To the best of the Company's knowledge, none of its executive
officers, directors, or affiliates is a party to any material contract,
arrangement, understanding, or relationship between such person and the
Company that is material to a decision by a stockholder whether to hold or
tender the Shares in the Offer.
(b) Information with respect to applicable regulatory requirements is set
forth in "Section 12. Certain Legal Matters; Regulatory Approval" of the
Offer to Purchase, which is incorporated by reference herein.
(c) The applicability of the margin requirements of Section 7 of the
Exchange Act, and the rules and regulations promulgated thereunder, is
described in "Section 2. Effects of the Offer on the Market for Shares;
Registration Under the Exchange Act" of the Offer to Purchase, which is
incorporated by reference herein.
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(d) There are no material legal proceedings related to the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Form of Offer to Purchase, dated April 12, 1999.
(2) From of Letter of Transmittal, dated April 12, 1999; together with
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(3) Form of Notice of Guaranteed Delivery.
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies,
and Other Nominees, dated April 12, 1999.
(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees, dated April 12, 1999.
(6) Form of Letter to Stockholders from Herbert M. Gardner, Chairman of the
Board of Directors of the Company, dated April 12, 1999.
(7) Form of Summary Advertisement, dated April 12, 1999.
(8) Form of Press Release, dated April 12, 1999.
(b) (1) Commitment Letter for a Loan Agreement dated as of April 9, 1999, by
and among the Company and NBD Bank.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated as of April 27, 1999 SUPREME INDUSTRIES, INC.
By: /s/ Herbert M. Gardner
--------------------------
Name: Herbert M. Gardner
Title: Chairman of the Board of Directors
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a) (1) Form of Offer to Purchase, dated April 12, 1999.
(2) From of Letter of Transmittal, dated April 12, 1999; together with
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.(*)
(3) Form of Notice of Guaranteed Delivery.(*)
(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies,
and Other Nominees, dated April 12, 1999.(*)
(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees, dated April 12, 1999.(*)
(6) Form of Letter to Stockholders from Herbert M. Gardner, Chairman of the
Board of Directors of the Company, dated April 12, 1999.(*)
(7) Form of Summary Advertisement, dated April 12, 1999.(*)
(8) Form of Press Release, dated April 12, 1999.(*)
(b) (1) Commitment Letter for a Loan Agreement dated as of April 9, 1999, by
and among the Company and NBD Bank.(*)
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable
- --------------------
(*) Previously filed
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EXHIBIT (a)(1)
SUPREME INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH UP TO
2,000,000 SHARES OF ITS CLASS A AND CLASS B COMMON STOCK
PAR VALUE $.10 PER SHARE
AT A PURCHASE PRICE NOT GREATER THAN $10.00
NOR LESS THAN $8.75 PER SHARE
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON MONDAY, MAY 10, 1999
UNLESS THE OFFER IS EXTENDED.
Supreme Industries, Inc., a Delaware corporation (the "Company"), hereby
invites its stockholders to tender up to 2,000,000 shares of its Class A and
Class B Common Stock, par value $.10 per share (the "Shares"), to the Company at
prices not greater than $10.00 nor less than $8.75 per Share in cash, as
specified by tendering stockholders, upon the terms and subject to the
conditions set forth herein and in the related Letter of Transmittal (which
together constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine the lowest single per Share price (not greater than $10.00 nor
less than $8.75 per Share), net to the seller in cash without interest thereon
(the "Purchase Price"), that will allow it to purchase 2,000,000 Shares (or such
lesser number of Shares as are validly tendered and not withdrawn) pursuant to
the Offer. The Company will pay the Purchase Price for all Shares validly
tendered at prices at or below the Purchase Price and not withdrawn, upon the
terms and subject to the conditions of the Offer, the procedure pursuant to
which Shares will be accepted for payment, and the proration provisions.
Certificates representing Shares tendered at prices in excess of the Purchase
Price and not withdrawn, and Shares not purchased because of proration, will be
returned at the Company's expense. The Company reserves the right, in its
reasonable discretion, to purchase more than 2,000,000 Shares pursuant to the
Offer. See Section 14.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
The Shares are listed and traded on the American Stock Exchange ("AMEX")
under the symbol "STS." On April 8, 1999, the next to last full AMEX trading day
prior to announcement and commencement of the Offer, the closing per Share sales
price as reported by AMEX was $8-5/16 per Share. STOCKHOLDERS ARE URGED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 7.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THIS OFFER IS BEING MADE TO ALL HOLDERS OF SHARES, INCLUDING OFFICERS,
DIRECTORS, AND AFFILIATES OF THE COMPANY. SEE SECTION 10.
The Date of this Offer to Purchase is April 12, 1999
Page 2 of 32
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IMPORTANT
Any stockholder wishing to tender all or any part of his, her, or its
Shares should either: (a) complete and sign a Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and either mail or deliver it with any required signature guarantee
or an Agent's Message (as defined below) and any other required documents to
American Stock Transfer & Trust Company (the "Depositary"), and either mail or
deliver the stock certificates for such tendered Shares to the Depositary (with
all such other documents) or tender such Shares pursuant to the procedure for
book-entry delivery set forth in Section 3; or (b) request a broker, dealer,
commercial bank, trust company, or other nominee to effect the transaction for
such stockholder. Stockholders having Shares registered in the name of a broker,
dealer, commercial bank, trust company, or other nominee must contact that
broker, dealer, commercial bank, trust company, or other nominee if they desire
to tender their Shares. Any stockholder who desires to tender Shares and whose
certificates for such Shares cannot be delivered to the Depositary or who cannot
comply with the procedure for book-entry transfer or whose other required
documents cannot be delivered to the Depositary, in any case, by the expiration
of the Offer must tender such Shares pursuant to the guaranteed delivery
procedure set forth in Section 3.
STOCKHOLDERS MUST COMPLETE THE LETTER OF TRANSMITTAL, INCLUDING THE BOX
RELATING TO THE PRICE AT WHICH THEY ARE TENDERING SHARES, TO EFFECT A VALID
TENDER OF SHARES.
Additional copies of this Offer to Purchase, the Letter of Transmittal, and
other tender offer materials may be obtained from the Information Agent and will
be furnished at the Company's expense. Questions and requests for assistance may
be directed to the Information Agent at its address and telephone number set
forth on the back cover of this Offer to Purchase. Stockholders may also contact
their local broker, dealer, commercial bank, trust company, or other nominee for
assistance concerning the Offer.
Page 3 of 32
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
SUMMARY.......................................................................4
INTRODUCTION..................................................................7
THE OFFER.....................................................................8
1. NUMBER OF SHARES; PRORATION.........................................8
Priority of Purchases...............................................9
Odd Lots............................................................9
Proration..........................................................10
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.................10
3. PROCEDURES FOR TENDERING SHARES....................................11
Proper Tender of Shares............................................11
Signature Guarantees and Method of Delivery........................12
Book-Entry Delivery................................................12
Guaranteed Delivery................................................12
United States Federal Income Tax Backup Withholding................13
Withholding For Foreign Stockholders...............................13
Determination of Validity; Rejection of Shares; Waiver of Defects;
No Obligation to Give Notice of Defects.......................14
Tendering Stockholder's Representation and Warranty; Company's
Acceptance Constitutes an Agreement...........................14
4. WITHDRAWAL RIGHTS..................................................14
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE...................15
6. CERTAIN CONDITIONS OF THE OFFER....................................16
7. PRICE RANGE OF SHARES; DIVIDENDS...................................18
8. SOURCE AND AMOUNT OF FUNDS.........................................18
9. CERTAIN INFORMATION CONCERNING THE COMPANY.........................18
Summary Historical Consolidated Financial Information..............19
Unaudited Pro Forma Consolidated Financial Information.............20
Additional Information.............................................23
10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.............................................23
11. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER
THE EXCHANGE ACT..............................................24
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS........................24
13. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES..............24
Consequences to Tendering Holders of Exchange of Shares
for Cash Pursuant to the Offer................................25
14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.........................26
15. FEES AND EXPENSES..................................................27
16. MISCELLANEOUS......................................................28
</TABLE>
Page 4 of 32
<PAGE>
SUMMARY
This general summary is solely for the convenience of the Company's
stockholders and is qualified in its entirety by reference to the full text and
more specific details in this Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to be Purchased 2,000,000 Shares (or such lesser number of
Shares as are validly tendered pursuant to
the Offer and not withdrawn).
Purchase Price The Company will, upon the terms and subject
to the conditions of the Offer, determine
the lowest single per Share price (not
greater than $10.00 nor less than $8.75 per
Share) net to the seller in cash without
interest thereon (the "Purchase Price"),
that will allow it to purchase 2,000,000
Shares (or such lesser number of Shares as
are validly tendered and not withdrawn)
pursuant to the Offer. The Company will pay
the Purchase Price for all Shares validly
tendered at prices at or below the Purchase
Price and not withdrawn, upon the terms and
subject to the conditions of the Offer. Each
stockholder desiring to tender Shares must
specify in the Letter of Transmittal the
minimum price (not greater than $10.00 nor
less than $8.75 per Share) at which such
stockholder is willing to have his, her, or
its Shares purchased by the Company, except
that any stockholder owning beneficially
fewer than 100 shares who does not wish to
specify a purchase price may so indicate in
the box captioned "Odd Lots" on the Letter
of Transmittal, in which case such
stockholder will be deemed to have tendered
at the Purchase Price.
Conditions to the Offer The Offer is subject to certain conditions.
See Section 6.
How to Tender Shares See Section 3. Call the Information Agent or
consult your broker for assistance.
Brokerage Commissions None.
Stock Transfer Tax None, if payment is made to the registered
holder.
Expiration and Proration Dates Monday, May 10, 1999, at 5:00 p.m., New York
City time, unless the Offer is extended by
the Company.
Proration In the event that proration of tendered
Shares is required, proration for each
stockholder tendering Shares (other than Odd
Lot Holders) shall be based on the ratio of
the number of Shares tendered by such
stockholder at or below the Purchase Price
(and not withdrawn prior to the Expiration
Date) to the total number of Shares tendered
by all stockholders (other than Odd Lot
Holders) at or below the Purchase Price (and
not withdrawn prior to the Expiration Date).
Odd Lots There will be no proration of Shares
tendered by any stockholder owning
beneficially fewer than 100 Shares in the
aggregate as of the close of business on
April 12, 1999, and as of the Expiration
Date, who tenders all such Shares at or
below the Purchase Price prior to the
Expiration Date and who checks the "Odd
Lots" box in the Letter of Transmittal. See
Section 1.
Payment Date As soon as practicable after the expiration
of the Offer.
Page 5 of 32
<PAGE>
Position of the Company and Neither the Company nor its Board of
its Directors Directors makes any recommendation to any
stockholder as to whether to tender or
refrain from tendering Shares. The Offer to
Purchase is being made to all holders of
shares, including officers, directors, and
affiliates of the Company.
Withdrawal Rights Tendered Shares may be withdrawn at any time
prior to the expiration of the Offer (5:00
p.m., New York City time, on Monday, May 10,
1999, or such later date to which the Offer
is extended by the Company). See Section 4.
For Further Developments Call the Information Agent or consult your
broker.
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF
OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS, IF GIVEN OR MADE, AS
HAVING BEEN AUTHORIZED BY THE COMPANY.
Page 6 of 32
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Page 7 of 32
<PAGE>
To the Holders of Common Stock of Supreme Industries, Inc.:
INTRODUCTION
Supreme Industries, Inc., a Delaware corporation (the "Company"), hereby
invites its stockholders to tender up to 2,000,000 shares of its Class A and
Class B Common Stock, par value $.10 per share (the "Shares"), to the Company at
prices not greater than $10.00 nor less than $8.75 per Share, as specified by
tendering stockholders, upon the terms and subject to the conditions set forth
herein and in the related Letter of Transmittal (which together constitute the
"Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine the lowest single per Share price (not greater than $10.00 nor
less than $8.75 per Share), net to the seller in cash without interest thereon
(the "Purchase Price"), that will allow it to purchase 2,000,000 Shares (or such
lesser number of Shares as are validly tendered and not withdrawn) pursuant to
the Offer. The Company will pay the Purchase Price for all Shares validly
tendered at prices at or below the Purchase Price and not withdrawn, upon the
terms and subject to the conditions of the Offer, the procedure pursuant to
which Shares will be accepted for payment, and the proration provisions.
Certificates representing Shares tendered at prices in excess of the Purchase
Price and not withdrawn, and Shares not purchased because of proration, will be
returned at the Company's expense. The Company reserves the right, in its
reasonable discretion, to purchase more than 2,000,000 Shares pursuant to the
Offer. See Section 14.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED IN THE OFFER. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE SECTION 6.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE OFFER IS BEING MADE TO ALL HOLDERS OF SHARES, INCLUDING OFFICERS,
DIRECTORS, AND AFFILIATES OF THE COMPANY. SEE SECTION 10.
The Company's Board of Directors believes that the Offer is in the best
interests of the Company. The Offer affords to those stockholders who desire
liquidity an opportunity to sell all or a portion of their Shares without the
usual transaction costs associated with open market sales.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares the opportunity to determine the price or prices (not
greater than $10.00 nor less than $8.75 per Share) at which they are willing to
sell their Shares and, if any such Shares are purchased pursuant to the Offer,
to sell those Shares for cash to the Company. Stockholders who determine not to
accept the Offer will increase their proportionate interest in the Company and
thus in the Company's future earnings, subject to the Company's right to issue
additional Shares and other equity securities in the future. Giving effect to
the completion of the full repurchase of Shares at $10.00 per Share, on a pro
forma basis, the book value per Share shall have decreased from $4.65 per Share
to $3.51 per Share on December 31, 1998.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 2,000,000 Shares (or such greater number of
Shares as the Company may elect to purchase) are validly tendered at prices at
or below the Purchase Price and not withdrawn, the Company will purchase validly
tendered and not withdrawn Shares first from all Odd Lot Holders (as defined in
Section 1) who validly tendered all their Shares at or below the Purchase Price
and who so certify in the appropriate place on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery, and then, after the purchase
of all of the foregoing Shares, all Shares tendered at or below the Purchase
Price and not withdrawn prior to the Expiration Date, on a pro rata basis (with
appropriate adjustments to avoid purchase of fractional Shares). See
Page 8 of 32
<PAGE>
Section 1. All certificates representing Shares not purchased pursuant to the
Offer, including Shares tendered at prices greater than the Purchase Price and
not withdrawn, and Shares not purchased because of proration, will be returned
at the Company's expense to the stockholders who tendered such Shares.
The Purchase Price will be paid net to the tendering stockholder in cash
without interest thereon for all Shares purchased. Tendering stockholders will
not be obligated to pay brokerage commissions, solicitation fees or, subject to
Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by the Company. HOWEVER, ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO
FAILS TO COMPLETE, SIGN, AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9
THAT IS INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED
UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS
PAYABLE TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3.
The Company will pay all fees and expenses incurred in connection with the Offer
by American Stock Transfer & Trust Company which will act as the depositary for
the Offer (the "Depositary") and Georgeson & Company Inc. which will act as
information agent for the Offer (the "Information Agent"). See Section 15.
As of April 7, 1999, the Company had issued and outstanding 9,819,305
Shares of its Class A Common Stock and 1,682,328 Shares of its Class B Common
Stock (which is convertible into the Company's Class A Common Stock on a one-
for-one basis). In addition, 57,327 Shares of the Company's Class A Common
Stock are reserved for issuance pursuant to stock options exercisable within
sixty days. The 2,000,000 shares that the Company is offering to purchase
represent approximately 17.3% of the total shares referred to in the two
preceding sentences. As of April 7, 1999, the Company's directors and executive
officers as a group (nine persons) beneficially owned (including 1,530,814
Shares of Class B Common Stock and 57,327 Shares of Class A Common Stock
pursuant to options exercisable within sixty days) an aggregate of 3,017,852
shares representing approximately 26.5% of the outstanding Class A and Class B
Shares. The Shares are listed and traded on the American Stock Exchange ("AMEX")
under the symbol "STS." On April 8, 1999, the next to last full trading day
before announcement and commencement of the Offer, the closing per Share sales
price as reported by AMEX was $8-5/16 per share. STOCKHOLDERS ARE URGED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 7.
THE OFFER
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions of the Offer, the Company will
purchase 2,000,000 Shares or such lesser number of Shares as are validly
tendered (and not withdrawn in accordance with Section 4) prior to the
Expiration Date (as defined below) at prices not greater than $10.00 nor less
than $8.75 per Share net to Seller in cash without interest thereon (the
"Purchase Price"). The term "Expiration Date" means 5:00 p.m. New York City
time, on Monday, May 10, 1999, unless and until the Company, in its reasonable
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by the Company, shall expire.
See Section 14 for a description of the Company's right to extend, delay,
terminate, or amend the Offer. The Company reserves the right, in its reasonable
discretion, to purchase more than 2,000,000 Shares pursuant to the Offer. In
accordance with applicable regulations of the Securities and Exchange Commission
(the "Commission"), the Company may purchase pursuant to the Offer an additional
amount of Shares not to exceed 2% of the outstanding Shares without amending or
extending the Offer. See Section 14. In the event of an over-subscription of the
Offer as described below, Shares tendered at or below the Purchase Price prior
to the Expiration Date will be eligible for proration, except for Odd Lots as
explained below. The proration period also expires on the Expiration Date.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED IN THE OFFER. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE SECTION 6.
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In accordance with Instruction 5 of the Letter of Transmittal, stockholders
desiring to tender Shares must specify the price or prices (not greater than
$10.00 nor less than $8.75 per Share) at which they are willing to sell their
Shares to the Company, except that any stockholder owning beneficially fewer
than 100 Shares who does not wish to specify a purchase price may so indicate in
the box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery, in which case such stockholder will be deemed
to have tendered at the Purchase Price. As promptly as practicable following the
Expiration Date, the Company will, in its reasonable discretion, determine the
Purchase Price that will allow it to purchase 2,000,000 Shares (or such lesser
number of Shares as are validly tendered and not withdrawn) pursuant to the
Offer. The Company will pay the Purchase Price, even if such Shares were
tendered below the Purchase Price, for all Shares validly tendered prior to the
Expiration Date at or below the Purchase Price and not withdrawn, upon the terms
and subject to the conditions of the Offer, the procedure pursuant to which
Shares will be accepted for payment, and the proration provisions. All Shares
tendered and not purchased pursuant to the Offer, including Shares tendered at
prices in excess of the Purchase Price and not withdrawn and Shares not
purchased because of proration, will be returned to the tendering stockholders
at the Company's expense as promptly as practicable following the Expiration
Date. The Company reserves the right, in its reasonable discretion, to purchase
more than 2,000,000 Shares pursuant to the Offer. See Section 14.
Priority of Purchases. Upon the terms and subject to the conditions of the
Offer, if more than 2,000,000 Shares (or such greater number of Shares as the
Company may elect to purchase pursuant to the Offer) have been validly tendered
at prices at or below the Purchase Price and not withdrawn, the Company will
purchase validly tendered and not withdrawn Shares on the basis set forth below:
(a) first, all Shares tendered and not withdrawn prior to the Expiration
Date by any Odd Lot Holder (as defined below) who:
(1) tenders all Shares beneficially owned by such Odd Lot Holder at a
price at or below the Purchase Price (tenders of fewer than all
Shares owned by such stockholder will not qualify for this
preference); and
(2) completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed
Delivery; and
(b) second, after purchase of all of the foregoing Shares, all Shares
tendered at prices at or below the Purchase Price and not withdrawn
prior to the Expiration Date, on a pro rata basis (with appropriate
adjustments to avoid purchases of fractional Shares) as described
below.
Odd Lots. For purposes of the Offer, the term "Odd Lots" shall mean all
Shares validly tendered prior to the Expiration Date at prices at or below the
Purchase Price and not withdrawn by any person who owned beneficially as of the
close of business on April 12, 1999, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares (and so certified in the
appropriate place on the Letter of Transmittal and, if applicable, on the Notice
of Guaranteed Delivery) (an "Odd Lot Holder"). As set forth above, Odd Lots will
be accepted for payment before proration, if any, of the purchase of other
tendered Shares. In order to qualify for this preference, an Odd Lot Holder must
tender all such Shares in accordance with the procedures described in Section 3.
This preference is not available to partial tenders or to beneficial holders of
an aggregate of 100 or more Shares, even if such holders have separate accounts
or certificates representing fewer than 100 Shares. By accepting the Offer, an
Odd Lot Holder would not only avoid the payment of brokerage commissions but
also would avoid any applicable odd lot discounts in a sale of such holder's
Shares. Any Odd Lot Holder wishing to tender all of such stockholder's Shares
should complete the box captioned "Odd Lots" on the Letter of Transmittal and,
if applicable, on the Notice of Guaranteed Delivery.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any stockholder who tendered all Shares owned
beneficially at or below the Purchase Price and who, as a result of proration,
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would then own beneficially an aggregate of fewer than 100 Shares. If the
Company exercises this right, it will increase the number of Shares that it is
offering to purchase by the number of Shares purchased through the exercise of
such right.
Proration. In the event that proration of tendered Shares is required, the
Company will determine the proration factor as soon as practicable following the
Expiration Date. Proration for each stockholder tendering Shares, other than Odd
Lot Holders, shall be based on the ratio of the number of Shares tendered by
such stockholder at or below the Purchase Price (and not withdrawn) to the total
number of Shares tendered by all stockholders, other than Odd Lot Holders, at or
below the Purchase Price (and not withdrawn). Because of the difficulty in
determining the number of Shares properly tendered (including Shares tendered by
guaranteed delivery procedures, as described in Section 3) and not withdrawn,
and because of the odd lot procedure, the Company does not expect that it will
be able to announce the final proration factor and commence payment for any
Shares purchased pursuant to the Offer until approximately seven AMEX trading
days after the Expiration Date. The preliminary results of any proration will be
announced by press release as promptly as practicable after the Expiration Date.
Stockholders may obtain such preliminary information from the Information Agent
and may be able to obtain such information from their brokers.
As described in Section 13, the number of Shares that the Company will
purchase from a stockholder may affect the United States federal income tax
consequences to the stockholder of such purchase and therefore may be relevant
to a stockholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering stockholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of proration.
This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares and will be furnished to brokers, banks, and similar
persons whose names, or the names of whose nominees, appear on the Company's
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares.
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THE MATTERS DISCUSSED
BELOW AS WELL AS THE FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE
COMMISSION.
The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to determine the price or prices
(not greater than $10.00 nor less than $8.75 per Share) at which they are
willing to sell their Shares and, subject to the terms and conditions of the
Offer, to sell those Shares for cash without the usual transaction costs
associated with market sales. In addition, stockholders owning fewer than 100
Shares whose Shares are purchased pursuant to the Offer not only will avoid the
payment of brokerage commissions but also will avoid any applicable odd lot
discounts payable on a sale of their Shares. The Offer also allows stockholders
to sell a portion of their Shares while retaining a continuing equity interest
in the Company and may give Stockholders the opportunity to sell Shares at
prices greater than market prices prevailing prior to announcement of the Offer.
The Board of Directors believes that the Shares are undervalued at the
present time and that the purchase of the Shares is an attractive use of the
Company's financial resources.
Stockholders who determine not to accept the Offer will increase their
proportionate interest in the Company and thus in the Company's future earnings,
subject to the Company's right to issue additional Shares and other equity
securities in the future. Giving effect to the completion of the full repurchase
of Shares at $10.00 per Share, on a pro forma basis, the book value per Share
shall have decreased from $4.65 per Share to $3.51 per Share on December 31,
1998.
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Shares that the Company acquires pursuant to the Offer will become
authorized Shares held in treasury and will be available for reissuance by the
Company without further stockholder action (except as may be required by
applicable law or the rules of AMEX or any securities exchange on which the
Shares are listed). Subject to applicable state laws and rules of AMEX, such
Shares could be issued without stockholder approval for, among other things,
acquisitions, the raising of additional capital for use in the Company's
business, stock dividends, or in connection with stock option plans and other
plans, or a combination thereof.
The Company may in the future purchase additional Shares on the open
market, in private transactions, through tender offers or otherwise. Any such
purchases may be on the same terms as, or on terms that are more or less
favorable to stockholders than, the terms of the Offer. However, Rule 13e-4
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), generally prohibits the Company and its affiliates from purchasing any
Shares, other than pursuant to the Offer, until at least ten business days after
the expiration or termination of the Offer. Any possible future purchases by the
Company will depend on several factors including, without limitation, the
ability of the Company to make such purchases under its financing agreements in
effect at the time, the market price of the Shares, the results of the Offer,
the Company's business and financial position, and general economic and market
conditions.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
EACH STOCKHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. THE OFFER TO PURCHASE IS BEING MADE TO ALL HOLDERS OF SHARES,
INCLUDING OFFICERS, DIRECTORS, AND AFFILIATES OF THE COMPANY. SEE SECTION 10.
3. PROCEDURES FOR TENDERING SHARES.
Proper Tender of Shares. For Shares to be validly tendered pursuant to the
Offer: (a) the certificates for such Shares (or confirmation of receipt of such
Shares pursuant to the procedures for book-entry transfer set forth below),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) including any required signature guarantees
or an Agent's Message (as defined below), and any other documents required by
the Letter of Transmittal, must be received prior to 5:00 P.M., New York City
time, on the Expiration Date by the Depositary at its address set forth on the
back cover of this Offer to Purchase; or (b) the tendering stockholder must
comply with the guaranteed delivery procedure set forth below. IN ACCORDANCE
WITH INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, STOCKHOLDERS (EXCEPT THAT ANY
ODD LOT HOLDER WHO DOES NOT WISH TO SPECIFY A PURCHASE PRICE MAY SO INDICATE IN
THE BOX CAPTIONED "ODD LOTS" ON THE LETTER OF TRANSMITTAL AND, IF APPLICABLE, ON
THE NOTICE OF GUARANTEED DELIVERY, IN WHICH CASE SUCH STOCKHOLDER WILL BE DEEMED
TO HAVE TENDERED AT THE PURCHASE PRICE) DESIRING TO TENDER SHARES PURSUANT TO
THE OFFER MUST PROPERLY INDICATE, IN THE SECTION CAPTIONED "PRICE (IN DOLLARS)
PER SHARE AT WHICH SHARES ARE BEING TENDERED" ON THE LETTER OF TRANSMITTAL, THE
PRICE (IN INCREMENTS OF $0.25) AT WHICH THEIR SHARES ARE BEING TENDERED.
Stockholders who desire to tender Shares at more than one price must complete a
separate Letter of Transmittal for each price at which Shares are tendered,
provided that the same Shares cannot be tendered (unless properly withdrawn
previously in accordance with the terms of the Offer) at more than one price. IN
ORDER TO VALIDLY TENDER SHARES, ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN
THE APPROPRIATE SECTION ON EACH LETTER OF TRANSMITTAL.
In addition, Odd Lot Holders who tender all such Shares must complete the
box captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Holders as set forth in Section 1. Odd Lot
Holders who do not wish to specify a purchase price may
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<PAGE>
so indicate in the box captioned "Odd Lots" on the Letter of Transmittal and, if
applicable, the Notice of Guaranteed Delivery, in which case such stockholder
will be deemed to have tendered at the Purchase Price.
Signature Guarantees and Method of Delivery. Except as otherwise provided
below, all signatures on this Letter of Transmittal must be guaranteed by a
financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a member of a recognized signature
guarantee or medallion program within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (an "Eligible
Institution"), unless: (i) this Letter of Transmittal is signed by the
registered holders(s) of the Shares (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered herewith
and such holder(s) have not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this Letter
of Transmittal; or (ii) such Shares are tendered for the account of an Eligible
Institution. See Instruction 1 of the Letter of Transmittal. If a certificate
for Shares is registered in the name of a person other than the person executing
a Letter of Transmittal, or if payment is to be made, or Shares not purchased or
tendered are to be issued, to a person other than the registered holder, then
the certificate must be endorsed or accompanied by an appropriate stock power,
in either case signed exactly as the name of the registered holder appears on
the certificate or stock power guaranteed by an Eligible Institution.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or a timely confirmation of a book-entry transfer
of such Shares into the Depositary's account at the Book-Entry Transfer Facility
as described above), a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof), and any other documents
required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
THE LETTER OF TRANSMITTAL, AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION
AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, THEN REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares for purposes of the Offer at the Book-Entry Transfer Facility
within two business days after the date of this Offer to Purchase, and any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of the Shares by causing such
Facility to transfer Shares into the Depositary's account in accordance with
such Book-Entry Transfer Facility's procedures for transfer. Although delivery
of Shares may be effected through a book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility, either: (i) a properly completed
and duly executed Letter of Transmittal (or a manually signed facsimile thereof)
with any required signature guarantees or an Agent's Message, and any other
required documents must, in any case, be transmitted to and received by the
Depositary at its address set forth on the back cover of this Offer to Purchase
prior to the Expiration Date; or (ii) the guaranteed delivery procedure
described below must be followed. The confirmation of a book-entry transfer of
Shares into the Depositary's account at the Book-Entry Transfer Facility as
described above is referred to herein as "confirmation of a book-entry
transfer." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by,
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the Depositary and forming a part of a confirmation of a book-entry transfer
which states that such Book-Entry Transfer Facility has received an express
acknowledgment from the participant in such Book-Entry Transfer Facility
tendering the Shares that such participant has received, and agrees to be bound
by, the terms of the Letter of Transmittal and that the Company may enforce such
agreement against the participant.
Guaranteed Delivery. Stockholders whose Share certificates are not
immediately available, who cannot deliver their Shares and all other required
documents to the Depositary, or who cannot complete the procedure for delivery
by book-entry transfer prior to the Expiration Date, must tender their Shares
pursuant to the guaranteed delivery procedure set forth in this Section 3.
Pursuant to such procedure: (i) such tender must be made by or through an
Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Company (with any
required signature guarantees) must be received by the Depositary prior to the
Expiration Date; and (iii) the certificates for all physically delivered Shares
in proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the Depositary's account at the Book-Entry Transfer Facility of
all Shares delivered electronically, in each case together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any
other documents required by this Letter of Transmittal, must be received by the
Depositary within three AMEX trading days after the date the Depositary receives
such Notice of Guaranteed Delivery.
United States Federal Income Tax Backup Withholding. Under the United
States federal income tax backup withholding rules, unless an exemption applies
under the applicable law and regulations, 31% of the gross proceeds payable to a
stockholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the stockholder or other payee provides
its taxpayer identification number (employer identification number or social
security number) to the Depositary and certifies that such number is correct.
Therefore, each tendering stockholder must complete and sign the Substitute Form
W-9 included as part of the Letter of Transmittal so as to provide the
information and certification necessary to avoid backup withholding, unless such
stockholder otherwise establishes to the satisfaction of the Depositary that it
is not subject to backup withholding. Certain stockholders (including, among
others, all corporations and certain foreign stockholders) are not subject to
these backup withholding requirements. To prevent possible erroneous backup
withholding, an exempt holder must enter its correct taxpayer identification
number in Part I of Substitute Form W-9, certify that such Stockholder is not
subject to backup withholding in Part 2 of such form, and sign and date the
form. See the Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9 enclosed with Letter of Transmittal for additional
instructions. In order for a foreign stockholder to qualify as an exempt
recipient, a foreign stockholder must submit an Internal Revenue Service ("IRS")
Form W-8 or a Substitute Form W-8, signed under penalties of perjury, attesting
to that stockholder's exempt status. Such statements may be obtained from the
Depositary. See Instruction 10 of the Letter of Transmittal. Stockholders are
urged to consult their own tax advisors regarding the application of United
States federal income tax withholding
TO PREVENT UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31%
OF THE GROSS PAYMENTS MADE TO STOCKHOLDERS FOR SHARES PURCHASED PURSUANT TO THE
OFFER, EACH STOCKHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH
WITHHOLDING MUST PROVIDE THE DEPOSITARY WITH THE STOCKHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.
For a discussion of certain United States federal income tax consequences
to tendering stockholders, see Section 13.
Withholding For Foreign Stockholders. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or its agent unless: (A) the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
within the United States; or (B) the foreign
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stockholder establishes to the satisfaction of the Company and the Depositary
that the sale of Shares by such foreign stockholder pursuant to the Offer will
qualify as a "sale or exchange," rather than as a distribution taxable as a
dividend, for United States federal income tax purposes (see Section 13 below).
For this purpose, a foreign stockholder is any stockholder that is not: (i) a
citizen or resident of the United States; (ii) a corporation, partnership, or
other entity created or organized in or under the laws of the United States, any
State or any political subdivision thereof; (iii) an estate the income of which
is subject to United States federal income taxation regardless of the source of
such income; or (iv) a trust the administration of which a court within the
United States is able to exercise primary supervision and all substantial
decisions of which one or more United States persons have the authority to
control. In order to obtain a reduced rate of withholding pursuant to a tax
treaty, a foreign stockholder must deliver to the Depositary before the payment
a properly completed and executed IRS Form 1001. In order to obtain an exemption
from withholding on the grounds that the gross proceeds paid pursuant to the
Offer are effectively connected with the conduct of a trade or business within
the United States, a foreign stockholder must deliver to the Depositary a
properly completed and executed IRS Form 4224. The Depositary will determine a
stockholder's status as a foreign stockholder and eligibility for a reduced rate
of, or exemption from, withholding by reference to any outstanding certificates
or statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224), unless facts and
circumstances indicate that such reliance is not warranted. A foreign
stockholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such stockholder meets the "complete redemption," "substantially
disproportionate," or "not essentially equivalent to a dividend" test described
in Section 13 or is otherwise able to establish that no tax or a reduced amount
of tax is due. Each foreign stockholder is urged to consult its tax advisor
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure. See Instruction 2 of the Letter of Transmittal.
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the price to be paid for Shares to be accepted, and the
validity, form, eligibility (including time of receipt), and acceptance of any
tender of Shares will be determined by the Company, in its reasonable
discretion, and its determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any or all tenders of any Shares
that it determines in its reasonable judgment are not in appropriate form or the
acceptance for payment of or payments for which maybe unlawful. The Company also
reserves the absolute right in its reasonable judgment to waive any of the
conditions of the Offer or any defect or irregularity in any tender with respect
to any particular Shares or any particular stockholder. No tender of Shares will
be deemed to have been properly made until all defects or irregularities have
been cured by the tendering stockholder or waived by the Company. None of the
Company, the Depositary, the Information Agent, or any other person shall be
obligated to give notice of any defects or irregularities in tenders, nor shall
any of them incur any liability for failure to give any such notice.
Tendering Stockholder's Representation and Warranty; Company's Acceptance
Constitutes an Agreement. A tender of Shares pursuant to any of the procedures
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer, as well as the tendering stockholder's
representation and warranty to the Company that: (a) such stockholder has a net
long position in the Shares being tendered within the meaning of Rule l4e-4
promulgated by the Commission under the Exchange Act; and (b) the tender of such
Shares complies with Rule l4e-4. It is a violation of Rule 14e-4 for a person,
directly or indirectly, to tender Shares for such person's own account unless,
at the time of tender and at the end of the proration period or period during
which Shares are accepted by lot (including any extensions thereof), the person
so tendering: (i) has a net long position equal to or greater than the amount
of: (x) Shares tendered or; (y) other securities convertible into or
exchangeable or exercisable for the Shares tendered and will acquire such Shares
for tender by conversion, exchange, or exercise and; (ii) will deliver or cause
to be delivered such Shares in accordance with the terms of the Offer. Rule l4e-
4 provides a similar restriction applicable to the tender or guarantee of a
tender on behalf of another person. The Company's acceptance for payment of
Shares tendered pursuant to the Offer will constitute a binding agreement
between the tendering stockholder and the Company upon the terms and conditions
of the Offer.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
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TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE VALIDLY TENDERED.
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date.
For a withdrawal to be effective, a notice of withdrawal must be in
written, telegraphic, or facsimile transmission form and must be received in a
timely manner by the Depositary at its address set forth on the back cover of
this Offer to Purchase. Any such notice of withdrawal must specify the name of
the tendering stockholder, the name of the registered holder (if different from
that of the person who tendered such Shares), the number of Shares tendered, and
the number of Shares to be withdrawn. If the certificates for Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then,
prior to the release of such certificates, the tendering stockholder must also
submit the serial numbers shown on the particular certificates for Shares to be
withdrawn, and the signature on the notice of withdrawal must be guaranteed by
an Eligible Institution (except in the case of Shares tendered by an Eligible
Institution). If Shares have been tendered pursuant to the procedure for book-
entry transfer set forth in Section 3, the notice of withdrawal also must
specify the name and the number of the account at the Book-Entry Transfer
Facility to be credited with the withdrawn Shares and otherwise comply with the
procedures of such facility. All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined by the
Company, in its reasonable discretion, which determination shall be final and
binding. None of the Company, the Depositary, the Information Agent, or any
other person shall be obligated to give notice of any defects or irregularities
in any notice of withdrawal nor shall any of them incur liability for failure to
give any such notice.
Withdrawals may not be rescinded, and any Shares withdrawn will thereafter
be deemed not tendered for purposes of the Offer, unless such withdrawn Shares
are validly retendered prior to the Expiration Date by again following one of
the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares, or
is unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain tendered Shares on behalf of the Company, and such
Shares may not be withdrawn except to the extent tendering stockholders are
entitled to withdrawal rights as described in this Section 4.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and subject to the conditions of the Offer, as promptly as
practicable following the Expiration Date, the Company: (i) will determine the
lowest single Purchase Price that will allow it to purchase 2,000,000 Shares (or
such lesser number of Shares as are validly tendered and not withdrawn prior to
the Expiration Date), taking into account the number of Shares so tendered and
the prices specified by tendering stockholders; and (ii) will accept for payment
and pay for (and thereby purchase) Shares validly tendered at prices at or below
the Purchase Price and not withdrawn prior to the Expiration Date. For purposes
of the Offer, the Company will be deemed to have accepted for payment (and
therefore purchased) Shares that are tendered at or below the Purchase Price and
not withdrawn (subject to the proration provisions of the Offer) only when, as,
and if it gives oral or written notice to the Depositary of its acceptance of
such Shares for payment pursuant to the Offer. In accordance with applicable
regulations of the Commission, the Company may purchase pursuant to the Offer an
additional amount of Shares not to exceed 2% of the outstanding Shares without
amending or extending the Offer. If: (i) the Company increases or decreases the
price to be paid for the Shares or the number of Shares being sought in the
Offer and, in the event of an increase in the number of Shares being sought,
such increase exceeds 2% of the outstanding Shares; and (ii) the Offer is
scheduled to expire at any time earlier than the tenth business day from, and
Page 16 of 32
<PAGE>
including, the date that notice of such increase or decrease is first published,
sent, or given in the manner specified in Section 14, the Offer will be extended
until the expiration of such period of ten business days.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay a single per Share Purchase Price for all of the Shares
accepted for payment pursuant to the Offer as soon as practicable after the
Expiration Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made promptly (subject to possible delay
in the event of proration), but only after timely receipt by the Depositary of
certificates for Shares (or of a timely confirmation of a book-entry transfer of
such Shares into the Depositary's account at the Book-Entry Transfer Facility),
a properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) and any other required documents.
The Company will pay for Shares purchased pursuant to the Offer by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering stockholders.
In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as soon as practicable
after the Expiration Date; however, the Company does not expect to be able to
announce the final results of any proration and commence payment for Shares
purchased until approximately seven AMEX trading days after the Expiration Date.
Certificates for all Shares tendered and not purchased, including all Shares
tendered at prices in excess of the Purchase Price and Shares not purchased due
to proration will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to the account maintained with the Book-
Entry Transfer Facility by the participant therein who so delivered such Shares)
to the tendering stockholder as promptly as practicable after the Expiration
Date without expense to the tendering stockholders. Under no circumstances will
interest on the Purchase Price be paid by the Company by reason of any delay in
making payment. In addition, if certain events occur, the Company may not be
obligated to purchase Shares pursuant to the Offer. See Section 6.
The Company will pay or cause to be paid all stock transfer taxes, if any,
payable on the transfer to it of Shares purchased pursuant to the Offer. If,
however, payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) if unpurchased Shares are to be registered
in the name of, any person other than the registered holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing the Letter of Transmittal, the amount of all stock transfer taxes, if
any (whether imposed on the registered holder(s) or such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of the stock
transfer taxes, or exemption therefrom, is submitted. See Instruction 7 of the
Letter of Transmittal.
THE COMPANY MAY BE REQUIRED TO WITHHOLD AND REMIT TO THE IRS 31% OF THE
GROSS PROCEEDS PAID TO ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO
COMPLETE FULLY, SIGN, AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9
INCLUDED IN THE LETTER OF TRANSMITTAL. SEE SECTION 3. SEE SECTION 13 REGARDING
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN STOCKHOLDERS.
6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase, or pay for any Shares tendered, and
may terminate or amend the Offer, or may postpone the acceptance for payment of,
or the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
under the Exchange Act, if at any time on or after April 12, 1999, and on or
prior to the Expiration Date any of the following events shall have occurred (or
shall have been determined by the Company to have occurred) that, in the
Company's reasonable judgment (regardless of the circumstances giving rise
thereto, including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
Page 17 of 32
<PAGE>
(a) there shall have been threatened, instituted, or pending, any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign,
before any court, authority, agency, or tribunal that directly or
indirectly: (i) challenges the making of the Offer, the acquisition of some
or all of the Shares pursuant to the Offer, or otherwise relates in any
manner to the Offer; or (ii) in the Company's reasonable judgment, could
materially and adversely affect the business, condition (financial or
other), income, operations, or prospects of the Company and its
subsidiaries, taken as a whole, or otherwise materially impair in any way
the contemplated future conduct of the business of the Company or any of its
subsidiaries or materially impair the contemplated benefits of the Offer to
the Company;
(b) there shall have been any action threatened, pending, or taken, or approval
withheld, or any statute, rule, regulation, judgment, order, or injunction
threatened, proposed, sought, promulgated, enacted, entered, amended,
enforced, or deemed to be applicable to the Offer or the Company or any of
its subsidiaries, by any court or any authority, agency, or tribunal that,
in the Company's reasonable judgment, would or might directly or indirectly:
(i) make the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit consummation of the Offer
or otherwise relates in any manner to the Offer; (ii) delay or restrict the
ability of the Company, or render the Company unable, to accept for payment
or pay for some or all of the Shares; (iii) materially impair the
contemplated benefits of the Offer to the Company; or (iv) materially and
adversely affect the business, condition (financial or other), income,
operations, or prospects of the Company and its subsidiaries, taken as a
whole, or otherwise materially impair in any way the contemplated future
conduct of the business of the Company or any of its subsidiaries;
(c) there shall have occurred: (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange or
in the over-the-counter market; (ii) the declaration of any banking
moratorium or any suspension of payments in respect of banks in the United
States (whether or not mandatory); (iii) the commencement of a war, armed
hostilities, or other international or national crisis directly or
indirectly involving the United States; (iv) any limitation (whether or not
mandatory) by any governmental, regulatory, or administrative agency or
authority on, or any event that, in the Company's reasonable judgment, might
effect, the extension of credit by banks or other lending institutions in
the United States; (v) any significant decrease in the market price of the
Shares or in the market prices of equity securities generally or any change
in the general political, market, economic, or financial conditions in the
United States or abroad that could, in the reasonable judgment of the
Company, have a material adverse effect on the business, condition
(financial or otherwise), income, operations, or prospects of the Company
and its subsidiaries, taken as a whole, or on the trading in the Shares;
(vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof;
(vii) any decline in either the Dow Jones Industrial Average or the Standard
and Poor's Index of 500 Industrial Companies by an amount in excess of 10%
measured from the close of business on April 12, 1999, or (viii) the Company
failing to obtain acceptable financing from its principal Bank which would
enable the Company to repurchase all of the Shares tendered pursuant to the
Offer;
(d) a tender or exchange offer with respect to some or all of the Shares (other
than the Offer), or a merger or acquisition proposal for the Company, shall
have been proposed, announced, or made by another person or shall have been
publicly disclosed, or any person or group shall have filed a Notification
and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 reflecting an intent to acquire the Company or any of its Shares, or
the Company shall have learned that any person or "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) shall have acquired or
proposed to acquire beneficial ownership of more than 5% of the outstanding
Shares, or any new group shall have been formed that beneficially owns more
than 5% of the outstanding Shares; or
(e) any change or changes shall have occurred, be pending, or threatened or be
proposed, which have affected or could affect the business, scope, condition
(financial or otherwise), assets, income, level of indebtedness, operations,
prospects, stock ownership or capital structure of the Company or its
subsidiaries which, in the Company's reasonable judgment, is or may be
material to the Company or its subsidiaries.
Page 18 of 32
<PAGE>
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and may be waived by
the Company, in whole or in part, at any time and from time to time prior to the
Expiration Date in its reasonable discretion.
The condition set forth in Section 6(c)(iii) has been satisfied based on
the NATO action against Serbia/Yugoslavia; however, the Company intends to waive
this condition.
The Company's failure at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right, and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to time
prior to the Expiration Date.
Any determination by the Company concerning the events described above will
be final and binding, on all parties.
7. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are listed and traded on AMEX. The following table sets forth, for
the periods indicated, the high and low closing per Share sales prices as
reported by AMEX (rounded to the nearest $.01):
<TABLE>
<CAPTION>
HIGH LOW
------- --------
<S> <C> <C>
1997:
1st Quarter 6-3/8 4-9/16
2nd Quarter 7-3/8 5-5/8
3rd Quarter 8-1/2 7-3/8
4th Quarter 9-5/16 7-5/8
1998:
1st Quarter 11-1/2 7-15/16
2nd Quarter 14-3/8 10-13/16
3rd Quarter 11-3/4 8-1/8
4th Quarter 9-15/16 7-3/8
1999:
1st Quarter 10-3/8 7-3/8
</TABLE>
On April 8, 1999, the next to last full AMEX trading day prior to
announcement and commencement of the Offer, the closing per Share sales price as
reported by AMEX was $8-5/16. THE COMPANY URGES STOCKHOLDERS TO OBTAIN CURRENT
MARKET QUOTATIONS FOR THE SHARES.
The Company has never paid cash dividends. However, the Company has paid
stock dividends. The Company's dividend policy will be reviewed by the Board of
Directors at such future times as may be appropriate in light of relevant
factors at such times. The Company does not expect to pay cash dividends in the
foreseeable future. The Company paid two 5% stock dividends during 1997 (one on
May 19 one on November 17) and two 5% stock dividends during 1998 (one on June 1
and one on November 20).
8. SOURCE AND AMOUNT OF FUNDS.
Assuming that the Company purchases 2,000,000 Shares pursuant to the Offer,
at a purchase price of $10.00 per Share, the Company expects the maximum amount
required to purchase Shares pursuant to the Offer and to pay related taxes,
fees, and expenses, will be approximately $20,100,000 which the Company expects
to obtain from its general
Page 19 of 32
<PAGE>
corporate funds and from borrowing under a five-year unsecured note (the "Note")
payable to the Company's principal bank in the principal amount of $20,000,000.
Under the terms of the Note, principal and interest payments will be made on a
quarterly basis amortized over a seven-year period, with the unpaid principal
balance due at final maturity of the Note (five years from the date of
issuance). Additional annual principal payments will be required based upon an
earnings recapture provision as defined in the loan agreement. Additional
principal payments are capped at $1,000,000 per annum.
9. CERTAIN INFORMATION CONCERNING THE COMPANY.
The Company was incorporated in the state of Texas in 1979. The Company is
one of the nation's leading manufacturers of specialized vehicles, including
truck bodies and shuttle buses. The Company has two operating segments:
specialized vehicles and vertically integrated fiberglass products. The
Company's principal executive offices are located at 65140 U.S. 33 East, Goshen,
Indiana 46526.
The foregoing description of the Company's business is qualified in its
entirety by the more detailed discussion contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998, and in its other
filings made with the Commission under the Exchange Act.
The Company has two classes of stock: Class A Common Stock and Class B
Common Stock. The Class B Common Stock is convertible into Class A Common Stock
on a one-for-one basis. Holders of the Class A Common Stock are entitled to
elect one-third of the Board of Directors (rounded to the lowest whole number),
and the remaining directors are elected by holders of the Class B Common Stock.
Summary Historical Consolidated Financial Information. Set forth below is
certain summary historical consolidated financial information of the Company and
its subsidiaries. The historical financial information (other than the ratio of
earnings to fixed charges and book value per common share, has been derived from
the consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998. The information presented below
should be read in conjunction with the Company's consolidated financial
statements and notes thereto incorporated herein by reference. More
comprehensive financial information is included in such financial statements,
and the financial information which follows is qualified in its entirety by
reference to such financial statements, related notes and the independent
accountants report contained therein, copies of which may be obtained as set
forth below under the caption "ADDITIONAL INFORMATION."
Page 20 of 32
<PAGE>
SUPREME INDUSTRIES, INC. AND SUBSIDIARIES
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(In thousands, except per share data and ratios)
<TABLE>
<CAPTION>
Years Ended December 31,
1998 1997
----------- ----------
<S> <C> <C>
STATEMENT OF INCOME DATA:
Revenue $223,732 $197,968
Income before extraordinary loss 10,291 8,555
Extraordinary loss (1,280) --
Net income 9,011 8,555
Earnings per share-basic:
Income before extraordinary loss $ .90 $ .75
Extraordinary loss (.11) --
-------- --------
Net income $ .79 $ .75
======== ========
Earnings per share-diluted:
Income before extraordinary loss $ .89 $ .74
Extraordinary loss (.11) --
-------- --------
Net income $ .78 $ .74
======== ========
Shares used in the computation of earnings per share:
Basic 11,456 11,421
Diluted 11,578 11,517
BALANCE SHEET AND OTHER DATA:
Working capital $ 39,286 $ 30,364
Total assets 94,071 85,874
Long-term (excluding current maturities) 18,303 17,360
Stockholders' equity 53,486 44,451
Cash dividends per share -- --
Book value per share 4.65 3.89
</TABLE>
Notes to Summary Historical Consolidated Financial Information
(1) The $1.3 million extraordinary loss (net of tax benefit) is the loss from
abandonment of the Company's hardwood flooring plant in Honduras as a result of
Hurricane Mitch.
(2) For purposes of calculating the ratio of earnings to fixed charges,
"earnings" consists of income before income taxes and extraordinary loss, plus
fixed charges, and plus depreciation and amortization. "Fixed charges" consist
of interest expense and the interest component of rental expenses (estimated as
one-third of all rental payments).
Unaudited Pro Forma Consolidated Financial Information. The following
unaudited pro forma consolidated financial information gives effect to the
purchase of Shares pursuant to the Offer, and the related borrowing transaction
to finance the purchase of Shares and the payment of related taxes, fees, and
expenses, based on the assumptions described in the Notes to Unaudited Pro Forma
Consolidated Financial Statements, as if such transactions had occurred on the
first day of the period presented, with respect to the unaudited pro forma
consolidated statement of income, and on December 31, 1998, with respect to the
unaudited pro forma consolidated balance sheet. The unaudited pro forma
consolidated financial statements do not purport to be indicative of the results
that would actually have been obtained, or results that may be obtained in the
future, or the financial condition that would have resulted, if the purchase of
the Shares pursuant to the Offer, the related borrowing transaction to finance
the purchase of Shares, and the payment of related taxes, fees, and expenses,
had been completed at the dates indicated.
Page 21 of 32
<PAGE>
SUPREME INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)
<TABLE>
<CAPTION>
As of December 31, 1998
----------------------------------
Pro Forma
Historical Adjustments Pro Forma
----------------------------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 185 $ (100) $ 85
Accounts receivable 28,710 -- 28,710
Refundable income taxes 1,035 -- 1,035
Inventories 28,793 -- 28,793
Deferred income taxes 1,082 -- 1,082
Other current assets 430 -- 430
------- -------- --------
Total current assets 60,235 (100) 60,135
Property, plant and equipment, net 31,342 -- 31,342
Intangible assets, net 1,502 -- 1,502
Other assets 992 -- 992
------- -------- --------
Total assets $94,071 $ (100) $ 93,971
======= ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 2,015 $ 2,857 $ 4,872
Trade accounts payable 10,236 -- 10,236
Accrued wages and benefits 4,568 -- 4,568
Accrued income taxes 962 -- 962
Customer deposits 148 -- 148
Other accrued liabilities 3,020 -- 3,020
------- -------- --------
Total current liabilities 20,949 2,857 23,806
Long term-debt 18,303 17,143 35,446
Deferred income taxes 1,333 -- 1,333
------- -------- --------
Total liabilities 40,585 20,000 60,585
======= ======== ========
Stockholder's equity:
Preferred Stock -- -- --
Class A Common Stock 989 -- 989
Class B Common Stock 168 -- 168
Additional paid-in capital 44,108 -- 44,108
Retained earnings 8,936 -- 8,936
Treasury stock, Class A Common Stock (715) (20,100) (20,815)
------- -------- --------
Total stockholders' equity 53,486 (20,100) 33,386
------- -------- --------
Total liabilities and stockholders' equity $94,071 $ (100) $ 93,971
======= ======== ========
Book value per common share $4.65 $3.51
</TABLE>
Page 22 of 32
<PAGE>
SUPREME INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF INCOME
(In thousands, except per share data and ratios)
<TABLE>
<CAPTION>
Year Ended December 31, 1998
------------------------------------------
Pro Forma
Historical Adjustments Pro Forma
------------------------------------------
<S> <C> <C> <C>
REVENUE:
Net sales $222,567 $ -- $222,567
Other income 1,161 -- 1,161
-------- -------- --------
223,728 -- 223,728
======== ======== ========
COST AND EXPENSES:
Cost of sales 184,433 -- 184,433
Selling, general and administrative 20,656 -- 20,656
Interest 1,648 1,278 2,926
-------- -------- --------
206,737 1,278 208,015
======== ======== ========
Income before income taxes and extraordinary loss 16,991 (1,278) 15,713
Income taxes 6,700 (504) 6,196
-------- -------- --------
Income before extraordinary loss 10,291 (774) 9,517
Extraordinary loss, net 1,280 -- 1,280
-------- -------- --------
Net Income $ 9,011 $ (774) $ 8,237
======== ======== ========
EARNINGS PER SHARE - BASIC
Income before extraordinary loss $ .90 $ .11 $ 1.01
Extraordinary loss (.11) (.03) (.14)
-------- -------- --------
Net income $ .79 $ .08 $ .87
======== ======== ========
EARNINGS PER SHARE - DILUTED
Income before extraordinary loss $ .89 $ .10 $ .99
Extraordinary loss (.11) (.02) (.13)
-------- -------- --------
Net income $ .78 $ .08 $ .86
======== ======== ========
Shares used in the computation of earnings per share:
Basic 11,456 (2,000) 9,456
Diluted 11,578 (2,000) 9,578
Dividends per share $ -- $ --
========= =========
Ratio of earnings to fixed charges 10.91 6.64
========= =========
</TABLE>
Notes To Unaudited Pro Forma Consolidated Financial Statements
(1) The following assumptions were made in presenting the unaudited pro forma
consolidated financial statements:
(a) The information assumes that 2,000,000 shares of Common Stock are
repurchased and recorded as treasury stock at $10.00 per share.
(b) The Company will finance the purchase of treasury stock with a
$20 million unsecured bank term loan. The term loan will be payable in
quarterly installments of $714,300 plus interest at LIBOR plus 115
basis points and the unpaid balance will be due at final maturity in
March 2004. In connection with the $20 million bank loan, the Company
will enter into an interest rate swap agreement which effectively
converts the variable interest rate term loan to a fixed rate of
6.75%.
(c) Expenses directly related to the Offer are assumed to be $100,000
and have been charged against treasury stock.
(d) The assumed income tax rate applicable to pro forma adjustments
was 39.4% which is consistent with the rate for the respective
historical period.
(2) The unaudited pro forma consolidated balance sheet assumes the above
transactions occurred on December 31, 1998 and the unaudited pro forma
consolidated statement of income assumes the above transactions occurred at the
beginning of the period presented.
Page 23 of 32
<PAGE>
Additional Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports and other information with the Commission relating to its business,
financial condition, and other matters. Information, as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is required
to be disclosed in proxy statements distributed to the Company's stockholders
and filed with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Washington,
D.C. 20549; at its regional offices located at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New York
10048. Copies of such material may also be obtained by mail, upon payment of the
Commission's customary charges, from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a Web site on the World Wide Web at
http://www.sec.gov that contains reports, proxy, and information statements and
other information regarding registrants that file electronically with the
Commission.
10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.
As of April 7, 1999, the Company had issued and outstanding 9,819,305
Shares of Class A Common Stock and 1,682,328 Shares of its Class B Common Stock
(which is convertible into the Company's Class A Common Stock on a one-for-one
basis). In addition, 57,327 Shares of the Company's Class A Common Stock are
reserved for issuance pursuant to stock options exercisable within sixty days.
The 2,000,000 shares that the Company is offering to purchase represent
approximately 17.3% of the total shares referred to in the two preceding
sentences. As of April 7, 1999, the Company's directors and executive officers
as a group (nine persons) beneficially owned (including 1,530,814 Shares of
Class B Common Stock and 57,327 Shares of Class A Common Stock pursuant to
options exercisable within sixty days) an aggregate of 3,017,852 shares
representing approximately 26.5% of the outstanding Class A and Class B Shares.
If the Company purchases 2,000,000 Shares pursuant to the Offer and no
Shares are acquired from the Company's executive officers and directors, then
the Company's executive officers and directors as a group would own beneficially
(including Shares issuable on the exercise of options exercisable within 60
days) approximately 31.6% of the outstanding Class A and Class B Shares
immediately after the Offer (including Shares issuable on the exercise of
options exercisable within 60 days).
The Company is not aware of any of its directors, officers, or affiliates
that will be tendering Shares pursuant to the Offer.
Neither the Company, nor any subsidiary of the Company nor, to the best of
the Company's knowledge, any of the Company's directors or executive officers,
nor any affiliates of any of the foregoing, had any transactions in the Shares
during the 40 business days prior to the date hereof.
Except for outstanding options to purchase Shares granted from time to time
to certain employees (including executive officers) of the Company and to
outside directors on certain fixed dates pursuant to the Company's stock option
plans, and except as otherwise described herein, neither the Company nor, to the
best of the Company's knowledge, any of its affiliates, directors, or executive
officers is a party to any contract, arrangement, understanding, or relationship
with any other person relating, directly or indirectly, to the Offer with
respect to any securities of the Company including, but not limited to, any
contract, arrangement, understanding, or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents, or authorizations.
Page 24 of 32
<PAGE>
11. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise be traded publicly and may reduce the
number of stockholders. However, the Company believes that there will still be a
sufficient number of Shares outstanding and publicly traded following
consummation of the Offer to ensure a continued trading market for the Shares
and, based on the published guidelines of AMEX, continued listing of the
Company's securities on AMEX.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using such Shares as collateral. The Company
believes that, following the purchase of Shares pursuant to the Offer, the
Shares will continue to be "margin securities" for purposes of the Federal
Reserve Board's margin regulations.
Shares the Company acquires pursuant to the Offer will be retained as
treasury stock by the Company (unless and until the Company determines to retire
such Shares) and will be available for the Company to issue without further
stockholder action (except as required by applicable law and rules of AMEX or
any securities exchange on which Shares are listed) for purposes including, but
not limited to, the acquisition of other businesses, the raising of additional
capital for use in the Company's business, and the satisfaction of obligations
under existing or future stock option and employee benefit plans. The Company
has no current plans for issuance of the Shares repurchased pursuant to the
Offer.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its stockholders
and the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's stockholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit that appears
to be material to the Company's business that might be adversely affected by the
Company's acquisition of Shares as contemplated herein or of any approval or
other action by any government or governmental, administrative, or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Company as contemplated herein. Should
any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it may determine that it is required to delay the
acceptance for payment of or payment for Shares tendered pursuant to the
Offering pending the outcome of any such matter. There can be no assurance that
any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions, or that the failure to obtain any such
approval or other action might not result in adverse consequences to the
Company's business. The Company's obligations under the Offer to accept for
payment and pay for Shares are subject to certain conditions. See Section 6.
13. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes certain United States federal income tax
consequences relevant to the Offer. The discussion contained in this summary is
based upon the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), existing and proposed United States Treasury regulations promulgated
thereunder, administrative pronouncements and judicial decisions, changes to
which could materially affect the tax consequences described herein and could be
made on a retroactive basis.
This summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular stockholders in light of their
personal
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circumstances, or to certain types of stockholders (such as certain financial
institutions, dealers in securities or commodities, insurance companies, tax-
exempt organizations or persons who hold Shares as a position in a "straddle" or
as part of a "hedging" or "conversion" or "constructive sale" transaction for
United States federal income tax purposes). In particular, the discussion of the
consequences of an exchange of Shares for cash pursuant to the Offer applies
only to a United States stockholder (herein, a "Holder"). For purposes of this
summary, a "United States stockholder" is a beneficial owner of the Shares who
is: (i) a citizen or resident of the United States; (ii) a corporation,
partnership, or other entity created or organized in or under the laws of the
United States, any State, or any political subdivision thereof; (iii) an estate
the income of which is subject to United States federal income taxation
regardless of source; or (iv) a trust the administration of which a court within
the United States is able to exercise primary supervision and all substantial
decisions of which one or more United States persons have the authority to
control. This discussion does not address the tax consequences to foreign
stockholders who will be subject to United States federal income tax on a net
basis on the proceeds of their exchange of Shares pursuant to the Offer because
such income is effectively connected with the conduct of a trade or business
within the United States. Such stockholders are generally subject to tax in a
manner similar to United States stockholders; however, certain special rules
apply. Foreign stockholders who are not subject to United States federal income
tax on a net basis should see Section 3 for a discussion of the applicable
United States withholding tax rules and the potential for obtaining a refund of
all or a portion of the tax withheld. This summary does not apply to foreign
stockholders who hold, actually or constructively, more than 5% of the stock of
the Company. Any such stockholder is strongly advised to consult its own tax
advisor. This summary may not be applicable with respect to Shares acquired as
compensation (including Shares acquired upon the exercise of options or which
were or are subject to forfeiture restrictions). This summary also does not
address the state, local, or foreign tax consequences of participating in the
Offer. Each Holder of Shares should consult such Holder's tax advisor as to the
particular consequences to it of participation in the Offer.
Consequences to Tendering Holders of Exchange of Shares for Cash Pursuant
to the Offer. An exchange of Shares for cash pursuant to the Offer by a Holder
will be a taxable transaction for United States federal income tax purposes. As
a consequence of the exchange, the Holder will, depending on such Holder's
particular circumstances, be treated either as recognizing gain or loss from the
disposition of the Shares or as receiving a dividend distribution from the
Company. In general, if a Holder does not exercise control over the affairs of
the Company and all Shares actually or constructively owned by such Holder under
the applicable attribution rules are tendered and exchanged for cash in the
Offer, the Holder should be treated as recognizing gain or loss from the
disposition of Shares.
Under Section 302 of the Code, a Holder will recognize gain or loss on an
exchange of Shares for cash if the exchange: (i) results in a "complete
termination" of all such Holder's equity interest in the Company; (ii) results
in a "substantially disproportionate" redemption with respect to such Holder; or
(iii) is "not essentially equivalent to a dividend" with respect to the Holder.
In applying each of the Section 302 tests, a Holder must take into account not
only Shares actually owned by the Holder but also Shares owned by certain
related individuals and entities that are constructively owned by such Holder
pursuant to Section 318 of the Code.
A Holder that exchanges all Shares actually or constructively owned by such
Holder for cash pursuant to the Offer will be regarded as having completely
terminated such Holder's equity interest in the Company. An exchange of Shares
for cash will be a "substantially disproportionate" redemption with respect to a
Holder if the percentage of the then outstanding Shares owned by such Holder
immediately after the exchange is less than 80% of the percentage of the Shares
owned by such Holder immediately before the exchange. If an exchange of Shares
for cash fails to satisfy the "substantially disproportionate" test, the Holder
may nonetheless satisfy the "not essentially equivalent to a dividend" test. A
Holder who wishes to satisfy (or avoid) the "not essentially equivalent to a
dividend" test is urged to consult such Holder's tax advisor because this test
will be met only if the reduction in such Holder's proportionate interest in the
Company constitutes a "meaningful reduction" given such Holder's particular
facts and circumstances. The IRS has indicated in published rulings that any
reduction in the percentage interest of a stockholder whose relative stock
interest in a publicly held corporation is minimal (an interest of less than 1%
should satisfy this requirement) and who exercises no control over corporate
affairs should constitute such a "meaningful reduction." There is some authority
that if a Holder sells Shares to persons other than the Company at or about the
time such Holder also sells shares to the Company pursuant to the Offer, and the
various sales
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effected by the Holder are part of an overall plan to reduce or terminate such
Holder's proportionate interest in the Company, then the sales to persons other
than the Company may, for United States federal income tax purposes, be
integrated with the Holder's sale of Shares pursuant to the Offer and, if
integrated, may be taken into account in determining whether the Holder
satisfies any of the three tests described above. A Holder should consult his,
her, or its tax advisor regarding the treatment of other exchanges of Shares for
cash which may be integrated with such Holder's sale of Shares to the Company
pursuant to the Offer.
If a Holder is treated as recognizing gain or loss from the disposition of
Shares for cash, such gain or loss will be equal to the difference between the
amount of cash received and such Holder's tax basis in the Shares exchanged
therefor. Any such gain or loss will be capital gain or loss and will be long-
term capital gain or loss if the holding period of the Shares exceeds one year
as of the date of the exchange. Any long-term capital gain recognized by Holders
that are individuals, estates, or trusts will be taxable at a maximum rate of
20% if the holding period of the Shares exceeds 12 months. However, any short-
term capital gain recognized by Holders that are individuals, estates, or trusts
and any long-term or short-term capital gain recognized by Holders that are
corporations will be taxable at regular income tax rates.
If a Holder is not treated under the Section 302 tests as recognizing gain
or loss on an exchange of Shares for cash, the entire amount of cash received by
such Holder in such exchange will be treated as a dividend to the extent of the
Company's current and accumulated earnings and profits as determined for United
States federal income tax purposes. Such a dividend will be includible in the
Holder's gross income as ordinary income in its entirety, without reduction for
the tax basis of the Shares exchanged, and no loss will be recognized. The
Holder's tax basis in the Shares exchanged, however, will be added to such
Holder's tax basis in the remaining Shares that the Holder owns. To the extent
that cash received in exchange for Shares is treated as a dividend to a
corporate Holder: (i) it will be eligible for a dividends-received deduction
(subject to applicable limitations); and (ii) it will be subject to the
"extraordinary dividend" provisions of the Code. A corporate Holder should
consult its tax advisor concerning the availability of the dividends-received
deduction and the application of the "extraordinary dividend" provisions of the
Code.
The Company cannot presently determine whether or the extent to which the
Offer will be oversubscribed. If the Offer is oversubscribed, proration of
tenders pursuant to the Offer will cause the Company to accept fewer shares than
are tendered. Therefore, a Holder can be given no assurance that a sufficient
number of such Holder's shares will be purchased pursuant to the Offer to insure
that such purchase will be treated as a sale or exchange, rather than as a
dividend, for United States federal income tax purposes pursuant to the rules
discussed above.
Consequences to Stockholders Who Do Not Tender Pursuant to the Offer.
Stockholders who do not accept the Company's Offer to tender their Shares will
not incur any tax liability as a result of the consummation of the Offer.
See Section 3 with respect to the application of United States federal
income tax withholding to payments made to foreign stockholders and backup
withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM, HER, OR IT OF THE OFFER,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, AND FOREIGN TAX LAWS.
14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.
The Company expressly reserves the right, in its reasonable discretion, at
any time and from time to time, and regardless of whether or not any of the
events set forth in Section 6 shall have occurred or shall be deemed by the
Company to have occurred, to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the Depositary and making a
public announcement thereof. The Company also expressly reserves the right, in
its reasonable discretion, to terminate the Offer
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and not accept for payment or pay for any Shares not theretofore accepted for
payment or paid for or, subject to applicable law, to postpone payment for
Shares upon the occurrence of any of the conditions specified in Section 6
hereof by giving oral or written notice of such termination or postponement to
the Depositary and making a public announcement thereof. The Company's
reservation of the right to delay payment for Shares which it has accepted for
payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which
requires that the Company must pay the consideration offered or return the
Shares tendered promptly after termination or withdrawal of a tender offer.
Subject to compliance with applicable law, the Company further reserves the
right, in its reasonable discretion, and regardless of whether any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to amend the Offer in any respect (including, without limitation,
by decreasing or increasing the consideration offered in the Offer to holders of
Shares or by decreasing or increasing the number of Shares being sought in the
Offer). Amendments to the Offer may be made at any time and from time to time
effected by public announcement thereof, such announcement, in the case of an
extension, to be issued no later than 9:00 a.m., New York City time, on the next
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made pursuant to the Offer will be disseminated promptly
to stockholders in a manner reasonably designed to inform stockholders of such
change. Without limiting the manner in which the Company may choose to make a
public announcement, except as required by applicable law, the Company shall
have no obligation to publish, advertise, or otherwise communicate any such
public announcement other than by making a release to the Dow Jones News
Service.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required by Rules l3e-4(c)(2) and
13e-4(e)(2) promulgated under the Exchange Act. These rules require that the
minimum period during which an offer must remain open following material changes
in the terms of the Offer or information concerning the Offer (other than a
change in price or a change in percentage of securities sought) will depend on
the facts and circumstances, including the relative materiality of such terms or
information. If: (i) the Company increases or decreases the price to be paid
for Shares or the number of Shares being sought in the Offer and, in the event
of an increase in the number of Shares being sought, such increase exceeds 2% of
the outstanding Shares; and (ii) the Offer is scheduled to expire at any time
earlier than the tenth business day from, and including, the date that notice of
an increase or decrease is first published, sent, or given in the manner
specified in this Section 14, the Offer will then be extended until the
expiration of such ten business days.
15. FEES AND EXPENSES.
The Company has retained American Stock Transfer & Trust Company to act as
Depositary and Georgeson & Company Inc. to act as Information Agent in
connection with the Offer. The Information Agent may contact stockholders by
mail, telephone, telegraph, and personal interviews and may request brokers,
dealers, and other nominee stockholders to forward materials relating to the
Offer to beneficial owners. The Information Agent and the Depositary will
receive reasonable and customary compensation for their services as such, will
be reimbursed by the Company for certain reasonable out-of-pocket expenses, and
will be indemnified against certain liabilities in connection with the Offer,
including certain liabilities under the federal securities laws. Neither the
Information Agent nor the Depositary has been retained to make solicitations or
recommendations in connection with the Offer.
The Company will not pay fees or commissions to any broker, dealer, or
other person for soliciting tenders of Shares pursuant to the Offer. The Company
will, however, upon request through the Information Agent, reimburse brokers,
dealers, and commercial banks for customary mailing and handling expenses
incurred by such persons in forwarding the Offer and related materials to the
beneficial owners of Shares held by any such person as a nominee or in a
fiduciary capacity. No broker, dealer, commercial bank, or trust company has
been authorized to act as the agent of the Company for purposes of the Offer.
The Company will pay or cause to be paid all stock transfer taxes, if any,
on its purchase of Shares except as otherwise provided in Instruction 7 in the
Letter of Transmittal.
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16. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such law,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares residing in such jurisdiction. In any jurisdiction the
securities or blue sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on the Company's behalf
by one or more registered brokers or dealers license under the laws of such
jurisdiction.
Pursuant to Rule 13e-4 of the General Rules and Regulations under the
Exchange Act, the Company has filed with the Commission an Issuer Tender Offer
Statement on Schedule 13E-4 which contains additional information with respect
to the Offer. Such Schedule 13E-4, including the exhibits and any amendments
thereto, may be examined, and copies may be obtained, at the same places and in
the same manner as is set forth in Section 9 with respect to information
concerning the Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER OTHER THAN
THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF
TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
Supreme Industries, Inc.
April 12, 1999
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Facsimile copies of the Letter of Transmittal will be accepted from
Eligible Institutions. The Letter of Transmittal and certificates for Shares and
any other required documents should be sent or delivered by each stockholder or
his, her, or its broker, dealer, commercial bank, trust company, or other
nominee to the Depositary at its address set forth below.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
By Facsimile Transmissions: (718) 234-5001
(for Eligible Institutions only)
Banks and Brokers Call: (718) 921-8200
All Others Call Toll Free: (800) 937-5449
Additional copies of the Offer to Purchase, the Letter of Transmittal, or
other tender offer materials may be obtained from the Information Agent and will
be furnished at the Company's expense. Questions and requests for assistance may
be directed to the Information Agent as set forth below. Stockholders may also
contact their local broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
