<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
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)
CALCULATION OF FILING FEE
-------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------- ----------------------
$20,000,000 $4,000
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 2,000,000 Common Shares of Supreme Industries, Inc. at $10.00
per share.
**The amount of the filing fee equals 1/50th of one percent (1%) of the value of
the securities to be acquired. [_] Check box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
<PAGE>
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 12, 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
<PAGE>
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
FORWARD LOOKING STATEMENTS....................................................6
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
<PAGE>
FORWARD LOOKING STATEMENTS
Certain sections of this Offer to Purchase, including but not limited to,
Section 2 entitled "Purpose of the Offer; Certain Effects of the Offer" and
Section 9 entitled "Certain Information Concerning the Company" constitute
forward looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
stated or implied in the forward looking statements. These forward-looking
statements, other than historical facts, which reflect the view of the Company's
management with respect to future events. Such forward-looking statements are
based on assumptions made by, and information currently available to, the
Company's management. Although management believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from such
expectations include, without limitation, limitations on the availability of
chassis on which the Company's products are dependent, availability of raw
materials, and severe interest rate increases. The forward-looking statements
contained herein reflect the current views of the Company's management with
respect to future events and are subject to those factors and other risks,
uncertainties, and assumptions relating to the operations, results of
operations, and financial position of the Company. The Company assumes no
obligation to update the forward-looking statements or to update the reasons
actual results could differ from those contemplated by such forward-looking
statements.
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.
Page 11 of 32
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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
Page 12 of 32
<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. 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
Page 25 of 32
<PAGE>
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
Page 26 of 32
<PAGE>
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
Page 27 of 32
<PAGE>
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.
Page 28 of 32
<PAGE>
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
Page 29 of 32
<PAGE>
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
<PAGE>
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
to
Tender Shares of Common Stock
of
Supreme Industries, Inc.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 12, 1999
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON MONDAY, MAY 10, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 Wall Street
46th Floor
New York, New York 10005
By Facsimile Transmission: (718) 234-5001
(for Eligible Institutions only)
Confirm by Telephone: (800) 937-5499
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
Name(s) and Address(es) of Registered Holder(s) Shares Tendered
(Please fill in exactly as name(s) appear(s) on certificate(s) (Attach additional list if necessary)
- ------------------------------------------------------------- -------------------------------------
Total Number
of Shares Number
Certificate Represented by of Shares
Numbers (1) Certificate(s) Tendered(2)
----------- -------------- -----------
<S> <C> <C> <C>
Total Shares:
</TABLE>
Indicate in this box the order (by certificate number) in which Shares are to be
purchased in the event of proration.(3) (Attach additional signed list if
necessary.) See Instruction 14.
1st: 2nd: 3rd: 4th: 5th:
--- --- --- --- ---
<PAGE>
(1) Need not be completed by stockholders tendering Shares by book-entry
transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by each Share certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
------------
purchase by the Depositary. See Instruction 14.
--------------------------
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. Deliveries to the Company will not
be forwarded to the Depositary and therefore will not constitute valid delivery.
Deliveries to the Book-Entry Transfer Facility will not constitute valid
delivery to the Depositary.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase (as defined below).
Stockholders whose Share certificates are not immediately available, who
cannot deliver certificates and any other documents required to the Depositary
by the Expiration Date (as defined in the Offer to Purchase), or who cannot
complete the procedure for book-entry transfer prior to the Expiration Date must
tender their Shares using the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. See Instruction 2.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
- ---
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
- --- THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
---------------------------------------------
Account No.:
---------------------------------------------------------------
Transaction Code No.:
------------------------------------------------------
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
- --- GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
-------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
------------------------
Name of Institution that Guaranteed Delivery:
------------------------------
If delivery is by book-entry transfer:
Name of Tendering Institution:
----------------------------------------
Account No.:
----------------------------------------------------------
Transaction Code No.:
-------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Supreme Industries, Inc., a Delaware
corporation (the "Company"), the above-described shares of its Common Stock, par
value $.10 per share (the "Shares"), at the price per Share indicated in this
Letter of Transmittal, net to the seller in cash without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
April 12, 1999 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for the
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns, and transfers to, or upon the order of, the Company all right,
title, and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company, and hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:
(i) deliver certificates for such Shares, or transfer ownership of such
Shares on the account books maintained by the Book-Entry Transfer
Facility, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of the Company
upon receipt by the Depositary, as the undersigned's agent, of the
Purchase Price (as defined below) with respect to such Shares;
(ii) present certificates for such Shares for cancellation and transfer on
the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign, and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable,
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements, or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment, and transfer of the Shares tendered
hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable. The undersigned understands that tenders of Shares
pursuant to any one of the procedures described in Section 3 of the Offer to
Purchase and in the Instructions will constitute the undersigned's acceptance of
the terms and conditions of the Offer, as well as the undersigned's
representation and warranty to the Company that: (i) the undersigned has a net
long position in the Shares or equivalent securities being tendered within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); and (ii) the tender of such Shares complies with
Rule 14e-4 of the Exchange Act. The Company's acceptance for payment of Shares
tendered pursuant to the Offer will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Offer.
The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender, and the purchase price at which
<PAGE>
such Shares are being tendered should be indicated in the appropriate boxes on
this Letter of Transmittal.
The undersigned understands that 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 undersigned understands
that 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 greater than the Purchase Price and not
withdrawn and Shares not purchased because of proration will be returned at the
Company's expense. See Section 1 of the Offer to Purchase.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the Purchase Price of any Shares purchased, and
return any Shares not tendered or not purchased, in the name(s) of the
undersigned (and, in the case of Shares tendered by book-entry transfer, by
credit to the account at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the Purchase Price of any Shares purchased and any certificates for Shares
not tendered or not purchased (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature(s). In
the event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the Purchase Price of
any Shares purchased and return any Shares not tendered or not purchased in the
name(s) of, and mail such check and any certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from the
name of the registered holder(s) thereof if the Company does not accept for
payment any of the Shares so tendered.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE
LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED.
(See Instruction 5)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX
AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES.
$8.75 $9.00 $9.25
---- ---- ----
$9.50 $9.75 $10.00
---- ---- ----
<PAGE>
ODD LOTS
(See Instruction 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially as of the close of business on
April 12, 1999, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares.
The undersigned either (check one box):
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, all of which are being tendered, or
is a broker, dealer, commercial bank, trust company, or other nominee that:
- --- (i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner; and (ii) believes, based upon representations
made to it by each such beneficial owner, that such beneficial owner 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 is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per Share in the box entitled "Price (In
Dollars) Per Share At Which Shares are Being Tendered" in this Letter of
Transmittal).
<TABLE>
<CAPTION>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8) (SEE INSTRUCTIONS 6 AND 8)
<S> <C>
To be completed ONLY if the check To be completed ONLY if the check for the
for the aggregate Purchase Price Purchase Price of Shares purchased and/or
of Shares purchased and certificates certificates for Shares not tendered or not
for Shares not tendered or not purchased are to be mailed to someone other than
purchased are to be issued in the the undersigned or to the undersigned at an
name of someone other than the address other than that shown below the
undersigned. undersigned's signature(s).
Issue check and/or certificate(s) to: Issue check and/or certificate(s) to:
--- --- --- ---
Name: Name:
----------------------------------------- -----------------------------------------
- ---------------------------------------------- ----------------------------------------------
(Please Print) (Please Print)
Address: Address:
-------------------------------------- --------------------------------------
- ---------------------------------------------- ----------------------------------------------
(Include Zip Code) (Include Zip Code)
- ---------------------------------------------- ----------------------------------------------
(Tax Identification or Social Security No.) (Tax Identification or Social Security No.)
- --------------------------------------------- ----------------------------------------------
(Book-Entry Transfer Facility Account Number) (Book-Entry Transfer Facility Account Number)
</TABLE>
<PAGE>
IMPORTANT
PLEASE SIGN HERE
(To be completed by all Stockholders)
Signature(s) of stockholder(s):
-------------------------------------------------
- --------------------------------------------------------------------------------
Dated: , 1999
---------------------------
Name(s):
------------------------------------------------------------------------
------------------------------------------------------------------------
(Please Print)
Capacity (Full Title):
----------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.:
----------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation, or other person acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 6.)
Guarantee of Signature(s)
(See Instructions 1 and 6)
Firm Name:
----------------------------------------------------------------------
(Please Print)
Authorized Signature:
-----------------------------------------------------------
Title:
--------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
-------------------------------------------------
Dated: , 1999
--------------------
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. 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 6.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the Book-
Entry Transfer Facility of all Shares delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Depositary at its address set forth on the
front page of this Letter of Transmittal prior to the Expiration Date. If
certificates are forwarded to the Depositary in multiple deliveries, a properly
completed and duly executed Letter of Transmittal must accompany each such
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 Section 3 of the Offer to Purchase. 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 trading days on AMEX after the date the Depositary
receives such Notice of Guaranteed Delivery, all as provided in Section 3 of the
Offer to Purchase.
The method of delivery of all documents, including Share certificates, the
Letter of Transmittal, and any other required documents, is at the election and
risk of the tendering stockholder, and the delivery will be deemed made only
when actually received by the Depositary. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to ensure timely delivery.
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering stockholder waives
any right to receive any notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
<PAGE>
4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares that are to
be tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. Indication of Price at Which Shares Are Being Tendered. For Shares to be
validly tendered, the stockholder must check the box indicating the price per
Share at which such stockholder is tendering Shares under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
except that Odd Lot Owners (as defined in Section 1 of the Offer to Purchase)
may check the box above in the section entitled "Odd Lots" indicating that such
stockholder is tendering all Shares at the Purchase Price determined by the
Company.
ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR (OTHER THAN
AS DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO VALID
TENDER OF SHARES. A stockholder wishing to tender portions of such stockholder's
Share holdings at different prices must complete a separate Letter of
Transmittal for each price at which such stockholder wishes to tender each such
portion of such stockholder's Shares. The same Shares cannot be tendered (unless
previously validly withdrawn as provided in Section 4 of the Offer to Purchase)
at more than one price.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement, or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign, and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of such Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates. Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
7. Stock Transfer Taxes. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or its
order pursuant to the Offer. If, however, payment of the aggregate Purchase
Price is to be made to, or Shares not tendered or not purchased are to be
registered in the name of, any person other than the
<PAGE>
registered holder(s), or if tendered Shares are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered holder(s), 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 such taxes, or exemption therefrom, is submitted. See Section 5 of
the Offer to Purchase. Except as provided in this Instruction 7, it will not be
necessary to affix transfer tax stamps to the certificates representing Shares
tendered hereby.
8. Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares tendered hereby is to be issued in the name of, or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and "Special
Delivery Instructions" on this Letter of Transmittal should be completed.
Stockholders tendering Shares by book-entry transfer will have any Shares not
accepted for payment returned by crediting the account maintained by such
stockholder at the Book-Entry Transfer Facility from which such transfer was
made.
9. Odd Lots. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares purchased
first will consist of all Shares tendered by any stockholder 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 who validly tendered all such Shares at or below the Purchase Price
(including by not designating a purchase price as described above). Partial
tenders of Shares will not qualify for this preference, and this preference will
not be available unless the box captioned "Odd Lots" in this Letter of
Transmittal and the Notice of Guaranteed Delivery, if any, is completed.
10. Substitute Form W-9 and Form W-8. 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
such person's 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 this 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 1 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 enclosed Guidelines for Certification of
Taxpayer Identification Number or Substitute Form W-9 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. Form W-8 may be obtained from the
Depositary.
11. Withholding on 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
in the United States; or (B) the foreign 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 of the Offer to Purchase). 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
<PAGE>
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 a
properly completed 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 IRS Form 4224. The Depositary will determine a stockholder's status as
a foreign stockholder and eligibility for a reduced rate of, or an exemption
from, withholding by reference to 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 of the Offer
to Purchase 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 refund
procedures.
12. Requests for Assistance or Additional Copies. Any questions or requests
for assistance may be directed to the Information Agent at its address and
telephone number below. Requests for additional copies of the Offer to Purchase,
this Letter of Transmittal, or other tender offer materials may be directed to
the Information Agent, and such copies will be furnished promptly at the
Company's expense. Stockholders may also contact their local broker, dealer,
commercial bank, or trust company for documents relating to, or assistance
concerning, the Offer.
13. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor, and the validity, form, eligibility
(including time of receipt), and acceptance for payment of any tender of Shares
will be determined by the Company, in its reasonable discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders it determines not to be in
proper form or the acceptance of or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares or any particular stockholder. No tender of
Shares will be deemed to be validly made until all defects or irregularities
have been cured or waived. None of the Company, the Depositary, the Information
Agent, or any other person is or will be obligated to give notice of any defects
or irregularities in tenders, and none of them will incur any liability for
failure to give any such notice.
14. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, stockholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
have an effect on the United States federal income tax classification of any
gain or loss on the Shares purchased. See Sections 1 and 13 of the Offer to
Purchase.
15. Mutilated, Lost, Stolen, or Destroyed Certificates. Any stockholder
whose certificates have been mutilated, lost, stolen, or destroyed should
contact the Company's transfer agent, American Stock Transfer & Trust Company
(the "Transfer Agent"), at 40 Wall Street, 46th Floor, New York, New York 10005
for further instructions as soon as possible. In the event of a mutilated, lost,
stolen, or destroyed certificate, certain procedures will be required to be
completed before this Letter of Transmittal can be processed. Because these
procedures may take a substantial amount of time to complete, notice of any
mutilated, lost, stolen, or destroyed certificate should be provided to the
Transfer Agent as soon as possible.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF) TOGETHER
WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION
DATE. STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH
THEIR LETTER OF TRANSMITTAL.
<PAGE>
TO BE COMPLETED BY ALL TENDERING REGISTERED HOLDERS OF SECURITIES
PAYOR'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
SUBSTITUTE Request for Taxpayer
--------------------
Form W9 Identification Number and Certification Give form to the
---------------------------------------
Department of the requester. Do NOT
Treasury Internal Revenue Service send to the IRS.
Part I Taxpayer Identification Number (TIN)
--------- ------------
Enter your TIN in the appropriate
box. For individuals, this is your Social Security Number
social security number (SSN). However,
if you are a resident alien and you do
not have and are not eligible to get a
SSN, your TIN is your IRS individual OR
taxpayer identification number. For other
entities, it is your employer identification
number (EIN). If you do not have a number,
see Obtaining a Number on page 2 of the
Guidelines. Note: If the account is in more Employer identification number
than one name, see the chart on Page 1 of
the Guidelines for guidance on whose number
to enter.
Part 2 - Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup
withholding; or (b) I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to
report all interest or dividends; or (c) the IRS has notified me that I am no
longer subject to backup withholding.
Certification Instructions. - You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For
real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally,
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN. (See the Guidelines on
page 2.)
Signature: Date:
------------------------------ ------------------------------
Part 3 - Awaiting TIN
---
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
<PAGE>
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the payor within 60 days, the payor
is required to withhold 31% of all reportable payments made to me thereafter
until I provide a number.
Signature Date:
------------------------------- ------------------------------
<PAGE>
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
THE DEPOSITARY FOR THE OFFER IS
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
BANKS AND BROKERS CALL: (718) 921-8200
ALL OTHERS CALL TOLL-FREE: (800) 937-5449
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.--
Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-
0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e., 00-0000000. The table below will help determine the number to give
the payer.
<TABLE>
<CAPTION>
For this Type Give the Social Security For this Type Give the Social Security
of Account: Number of. of Account: Number of.
<S> <C> <C> <C>
1. An individual's account The individual 8. Sole proprietorship The owner (4)
account
2. Two or more individuals The actual owner of the account
(joint account) or if combined funds, any one of 9. The valid trust, estate, The legal entity (Do not furnish
the individuals on the account(l) or pension trust the trust identifying number
of the personal representatives
or trustee unless the
3. Husband and wife The actual owner of the account legal entity itself
(joint account) or, if joint funds, either person is not designated in the
account title.)(5)
4. Custodian account of a The minor(2)
minor (Uniform Gift 10. Corporate account The corporation
to Minors Act)
11. Religious, charitable The organization
5. Adult and minor The adult or, if the minor is the or educational
(joint account) only contributor, the minor(l)
12. Partnership account The partnership
6. Account in the name The ward, minor, or held in the name of
of guardian or committee incompetent person(3) the business
for a designated ward,
minor, or incompetent 13. Association, club, or The organization
person other tax-exempt
organization
7. The usual revocable The grantor-trustee(l)
savings trust account 14. The broker or registered The broker or nominee
(grantor is also trustee) nominee
b. So-called trust The actual owner(l) 15. Account with the The public entity
account that is not Department of Agriculture
a legal or valid trust in the name of a public
under State law entity (such as a State or
local government, school
district. or prison) that
receives agricultural
program payments
</TABLE>
- ---------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on the account has a social security number, that person's
number must be listed.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's, or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5. Application for a Social Security Number Card, or Form
SS4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under section 501(a) or an individual
retirement plan.
- - The United States or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- - An international organization, or any agency or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S. or
----------
a possession of the U.S.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
- - A real estate investment trust.
- - A common trust fund operated by a bank under section 584(a).
- - A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
- - A trust exempt from tax under section 664 or described in section 4947.
- - An entity registered at all times under the Investment Company Act of 1940.
- - A foreign central bank of issue.
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding under section 1441.
<PAGE>
- - Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- - Payments of patronage dividends where the amount received is not paid in
money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals.
However, if you pay $600 or more in interest in the course of your trade or
business to a payee, you must report the payment. Backup withholding
applies to the reportable payment if the payee has not provided a TIN or
has provided an incorrect TIN.
- - Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- - Payments described in section 6049(b)(5) to non-resident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments that are not subject to information reporting are also not
subject to backup withholding. For details, see the regulations under sections
6041, 6041A(a), 6045, and 6050A.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividends,
interest, or other payments to give Taxpayer Identification Numbers to Payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payors must be given the numbers whether or not
recipients are required to file tax returns. Payors must generally withhold 31%
of taxable interest, dividends, and certain other payments to a Payee who does
not furnish a Taxpayer Identification Number to a Payor. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your Taxpayer Identification Number to a Payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Falsifying certifications or
affirmations may subject
<PAGE>
you to criminal penalties including fines and/or imprisonment.
(4) MISUSE OF TINS. If the requester discloses or uses TINS in violation of
Federal law, the requester may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
<PAGE>
EXHIBIT (a)(3)
SUPREME INDUSTRIES, INC.
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of Common
Stock of Supreme Industries, Inc. are not immediately available, if the
procedure for book-entry transfer cannot be completed on a timely basis, or if
time will not permit all other documents required by the Letter of Transmittal
to be delivered to the Depositary (as defined below) prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase defined below). Such
form may be delivered by hand or transmitted by mail or overnight courier, or
(for Eligible Institutions only) by facsimile transmission, to the Depositary.
See Section 3 of the Offer to Purchase. The Eligible Institution which
completes this form must communicate the guarantee to the Depositary and must
deliver the Letter of Transmittal and certificates for Shares to the Depositary
within the time shown herein. Failure to do so could result in a financial loss
to such Eligible Institution.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
40 Wall Street, 46/th/ Floor
New York, New York 10005
Via Facsimile Transmission: (718) 234-5001
(for Eligible Institutions only)
Banks and Brokers call: (718) 921-8200
All others call toll-free: (800) 937-5449
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Supreme Industries, Inc., a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 12, 1999 (the "Offer to Purchase"),
and the related Letter of Transmittal (which together constitute the "Offer"),
receipt of which is hereby acknowledged, the number of shares of Common Stock,
par value $.10 per share (the "Shares"), of the Company listed below, pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase.
Number of Shares:
----------------------- ------------------------------
------------------------------
(Signature(s)
- ----------------------------------------
Certificate Nos.: (if available)
------------------------------
------------------------------
(Name(s) (Please Print)
If shares will be tendered by book entry transfer:
- ---------------------------------------- ------------------------------
Name of Tendering Institution
------------------------------
------------------------------
- ---------------------------------------- ------------------------------
Account No. at The Depository Trust Company (Address(es)
Dated:
---------------------------------- ------------------------------
(Area Code/Telephone Number)
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE
LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED.
(See Instruction 5.)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS
BELOW), THERE IS NO VALID TENDER OF SHARES.
___$8.75 ____$9.00 ____$9.25
___$9.50 ____$9.75 ____$10.00
<PAGE>
ODD LOTS
(See Instruction 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially as of the close of business on April
12, 1999, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
___ 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, all of which are being tendered, or
___ is a broker, dealer, commercial bank, trust company, or other nominee that:
(i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner; and (ii) believes, based upon representations
made to it by each such beneficial owner, that such beneficial owner 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 is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per Share in the box entitled "Price (In
Dollars) Per Share At Which Shares are Being Tendered" in this Letter of
Transmittal). ___
<PAGE>
GUARANTEE
(Not to Be Used for Signature Guarantee)
The undersigned, a firm 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, hereby guarantees: (i) that the
above-named person(s) has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended; (ii) that such tender of Shares complies with Rule 14e-4;
and (iii) to deliver to the Depositary at its address set forth above
certificate(s) for the Shares tendered hereby, in proper form for transfer, or a
confirmation of the book-entry transfer of the Shares tendered hereby into the
Depositary's account at The Depository Trust Company, in each case together with
a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s)
thereof), with any required signature guarantee(s) and any other required
documents, all within three trading days on the American Stock Exchange after
the Depositary receives this Notice.
- ---------------------------------- ----------------------------------
Name of Firm Authorized Signature
- ---------------------------------- ----------------------------------
Address Name (Please Print)
- ---------------------------------- ----------------------------------
City, State, Zip Code Title
- ----------------------------------
Area Code and Telephone Number
Dated:
----------------------------
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH
THE LETTER OF TRANSMITTAL.
<PAGE>
EXHIBIT (a)(4)
SUPREME INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH
Up to 2,000,000 Shares of its Common Stock
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.
April 12, 1999
To Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees:
We are enclosing the material listed below relating to the offer of Supreme
Industries, Inc., a Delaware corporation (the "Company"), to purchase up to
2,000,000 shares of its Common Stock, par value $.10 per share (the "Shares"),
at prices not greater than $10.00 nor less than $8.75 per Share, net to the
seller in cash without interest thereon, specified by tendering stockholders,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated April 12, 1999 (the "Offer to Purchase"), 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.
This Offer is not conditioned upon any minimum number of Shares being tendered.
The Offer is, however, subject to certain other conditions. See Section 6 of the
Offer to Purchase.
We are asking you to contact your clients for whom you hold Shares registered in
your name (or in the name of your nominee) or who hold Shares registered in
their own names. Please bring the Offer to their attention as promptly as
possible. The Company will, upon request, reimburse you for reasonable and
customary handling and mailing expenses incurred by you in forwarding any of the
<PAGE>
enclosed materials to your clients.
For your information and for forwarding to your clients for whom you hold Shares
registered in your name or in the name of your nominee, we are enclosing the
following documents:
1. The Offer to Purchase;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A letter to stockholders of the Company from Herbert M. Gardner, Chairman
of the Board;
4. The Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (each as defined in the Offer to
Purchase);
5. A letter that may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
for obtaining such clients' instructions with regard to the Offer; and
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing Information relating to United States federal
income tax backup withholding,
We urge you to contact your clients as promptly as possible. Please note that
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.
The Company will not pay any fees or commissions to any broker, dealer, or
other person for soliciting tenders of Shares pursuant to the Offer. The Company
will, upon request, reimburse you for reasonable and customary handling and
mailing expenses incurred by you in forwarding materials relating to the Offer
to your customers. The Company will pay all stock transfer taxes applicable to
its purchase of Shares pursuant to the Offer, subject to Instruction 7 of the
Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer, all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in the Offer to Purchase, 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 or below the Purchase Price and not
withdrawn prior to the Expiration Date (as defined in Section 1 of the Offer to
Purchase) the Company will accept Shares for purchase in the following order of
priority: (i) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any stockholder who owned beneficially
as of the close of business on April 12, 1999, and who continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares
and who validly tenders all of such Shares (partial tenders will not qualify for
this
<PAGE>
preference) and completes the box captioned "Odd Lots" in the Letter of
Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (ii)
after purchase of all of the foregoing Shares, all other Shares validly tendered
at or below the Purchase Price and not withdrawn prior to the Expiration Date on
a pro rata basis.
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 Shares 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.
Any questions or requests for assistance may be directed to the Information
Agent at its address and telephone number set forth on the back cover of the
enclosed Offer to Purchase. Additional copies of the enclosed materials may be
requested from the Information Agent.
Very truly yours,
Supreme Industries, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS THE AGENT OF THE COMPANY, THE INFORMATION AGENT, OR THE
DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
EXHIBIT (a)(5)
Supreme Industries, Inc.
OFFER TO PURCHASE FOR CASH
Up to 2,000,000 Shares of its Common Stock
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.
April 12, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated April 12,
1999 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") setting forth an offer by Supreme Industries,
Inc., a Delaware corporation (the "Company"), to purchase up to 2,000,000 shares
of its Common Stock, par value $.10 per share (the "Shares"), at prices not
greater than $10.00 nor less than $8.75 per Share, net to the seller in cash
without interest thereon, specified by tendering stockholders, upon the terms
and subject to the conditions of the Offer. Also enclosed herewith is certain
other material related to 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 1 of the Offer to Purchase.
This Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions. See
Section 6 of the Offer to Purchase.
We are the holder of record of Shares held for your account. As such, a
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Shares held by us for
your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account upon the terms and subject to the
conditions set forth in the Offer to Purchase
<PAGE>
and the Letter of Transmittal.
Your attention is invited to the following:
(1) You may tender Shares at prices (in increments of $0.25), which cannot
be greater than $10.00 nor less than $8.75 per Share, as indicated in the
attached Instruction Form, net to you in cash.
(2) The Offer is for a maximum of 2,000,000 Shares, constituting
approximately 17.3% of the total Shares outstanding as of April 12, 1999. The
Offer is subject to certain conditions set forth in Section 6 of the Offer to
Purchase.
(3) The Offer, proration period, and withdrawal rights will expire at 5:00
P.M., New York City time, on Monday, May 10, 1999, unless the Offer is extended.
Your instructions to us should be forwarded to us in ample time to permit us to
submit a tender on your behalf.
(4) As described in the Offer to Purchase, 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 pursuant to the Offer) have been validly tendered
at prices at or below the Purchase Price and not withdrawn, the Company will
purchase Shares in the following order of priority:
(a) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any stockholder who owned
beneficially as of the close of business on April 12, 1999, and who
continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares and who validly tenders all of such Shares
(partial tenders will not qualify for this preference) and completes
the box captioned "Odd Lots" in the Letter of Transmittal and, if
applicable, the Notice of Guaranteed Delivery; and
(b) after purchase of all the foregoing Shares, all other Shares validly
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 Section 1 of the Offer to
Purchase for a discussion of proration.
(5) Tendering stockholders who are registered holders will not be obligated
to pay any brokerage commissions, solicitation fees, or (subject to Instruction
7 of the Letter of Transmittal) stock transfer taxes, on the Company's purchase
of Shares pursuant to the Offer. However, a tendering stockholder who holds
Shares through a broker, dealer, or custodian may be required by such entity to
pay a service charge or other fee.
(6) If you wish to tender portions of your Shares at different prices, you
must complete a separate Instruction Form for each price at which you wish to
tender each portion of your Shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept.
(7) If you owned beneficially as of the close of business on April 12,
1999, and continue to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares, and you instruct us to tender at or below the Purchase
Price on your behalf all such Shares prior to the Expiration Date and check the
box captioned "Odd Lots" in the Instruction Form, all such Shares will be
accepted for purchase before proration, if any, of the other tendered Shares.
<PAGE>
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.
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer to
Purchase, please so instruct us by completing, executing, and returning to us
the attached Instruction Form. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form.
Your instructions should be forwarded to us in ample time to permit us to
submit a tender on your behalf by the expiration date of the Offer.
The Offer is being made to all holders of Shares. 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 is being made on the Company's behalf by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
<PAGE>
INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 2,000,000 SHARES OF COMMON STOCK
OF SUPREME INDUSTRIES, INC.
AT A PURCHASE PRICE NOT GREATER THAN
$10.00 NOR LESS THAN $8.75 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated April 12,1999, and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by Supreme
Industries, Inc. (the "Company") to purchase up to 2,000,000 shares of its
Common Stock, par value $.10 per share (the "Shares"), at prices not greater
than $10.00 nor less than $8.75 per Share, net to the undersigned in cash
without interest thereon, specified by the undersigned, upon the terms and
subject to the terms and conditions of the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
____ By checking this box, all Shares held by us for your account will be
tendered.
If fewer than all Shares held by us for your account are to be tendered,
please check the following box and indicate below the aggregate number of Shares
to be tendered by us. _____*
______ SHARES
*Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED.
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE
LETTER OF TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED.
(See Instruction 5)
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF
NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX
AND INSTRUCTIONS BELOW), THERE IS NO VALID TENDER OF SHARES.
___$8.75 ____$9.00 ____$9.25
___$9.50 ____$9.75 ____$10.00
<PAGE>
ODD LOTS
(See Instruction 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially as of the close of business on April
12, 1999, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
___ 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, all of which are being tendered, or
___ is a broker, dealer, commercial bank, trust company, or other nominee that:
(i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner; and (ii) believes, based upon representations
made to it by each such beneficial owner, that such beneficial owner 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 is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per Share in the box entitled "Price (In
Dollars) Per Share At Which Shares are Being Tendered" in this Letter of
Transmittal).
The method of delivery of this document is at the election and risk of the
tendering stockholder. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. In all cases, sufficient
time should be allowed to assure delivery.
SIGN HERE:
Date:
--------------------------- ------------------------------
------------------------------
Signature(s)
- --------------------------------
Area Code and Telephone Number
Name
--------------------------
- -------------------------------
Taxpayer Identification or Address
Social Security Number -----------------------
------------------------------
- -------------------------------
Taxpayer Identification or
Social Security Number
<PAGE>
EXHIBIT (a)(6)
April 12, 1999
Dear Stockholder:
Supreme Industries, Inc. is offering to purchase up to 2,000,000 shares of
its Common Stock at a price not greater than $10.00 nor less than $8.75 per
share. The Company is conducting the Offer through a procedure commonly referred
to as a "Dutch Auction." This procedure allows you to select the price within
the specified price range at which you are willing to sell all or a portion of
your shares to the Company.
The Offer is explained in detail in the enclosed Offer to Purchase and Letter of
Transmittal. If you wish to tender your shares, instructions on how to tender
shares are provided in the enclosed materials. I encourage you to read these
materials carefully before making any decision with respect to the Offer.
Neither the Company nor its Board of Directors makes any recommendation to any
stockholder whether to tender any or all shares.
Please note that the Offer is scheduled to expire at 5:00 p.m., New York City
time, on Monday, May 10, 1999, unless extended by the Company. Questions
regarding the Offer should be directed to Georgeson & Company Inc.,Wall Street
Plaza, New York, New York 10005, the Information Agent for the Offer, at the
telephone number set forth in the enclosed materials.
Sincerely,
Herbert M. Gardner
Chairman of the Board
<PAGE>
EXHIBIT (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase and the
related Letter of Transmittal. Capitalized terms not defined in this
announcement have the respective meanings ascribed to such terms in the Offer to
Purchase. The Offer is not being made to, nor will the Company accept tenders
from, holders in any jurisdiction in which the Offer or its acceptance would
violate that jurisdiction's law. The Company is not aware of any jurisdiction
in which the making of the Offer or the tender of Shares would not be in
compliance with the laws of such jurisdiction. In jurisdictions whose laws
require that the Offer 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 licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
by
SUPREME INDUSTRIES, INC.
UP TO 2,000,000 SHARES OF ITS CLASS A AND CLASS B COMMON STOCK AT A
PURCHASE PRICE
NOT GREATER THAN $10.00 NOR LESS THAN $8.75 PER SHARE
Supreme Industries, Inc., a Delaware corporation (the "Company"), invites
its stockholders to tender 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 in the
Offer to Purchase dated April 12, 1999 (the "Offer to Purchase") and in the
related Letter of Transmittal (which together constitute the "Offer").
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME, ON MONDAY, MAY 10, 1999, UNLESS THE OFFER IS EXTENDED.
The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase.
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, subject to the terms and conditions of the Offer, to sell
those Shares for cash without the usual transaction costs associated with market
sales. The Company is making the Offer because the Board of Directors believes
that the Shares are undervalued and that the purchase of the Shares is an
attractive use of the Company's financial resources.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. 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.
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 is validly tendered and not withdrawn) pursuant to
the Offer. All Shares validly tendered at prices at or below the Purchase Price
and not withdrawn will be purchased at the Purchase Price, upon the terms and
subject to the conditions of the Offer, including 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 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 is 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. The Company reserves the
right, in its reasonable discretion, to purchase more than 2,000,000 Shares
pursuant to the Offer. For purposes of the Offer, the Company will be deemed to
have accepted for payment (and therefore purchased), subject to proration,
Shares that are validly tendered at or below the Purchase Price and not
withdrawn only when, as, and if it gives oral or written notice to American
Stock Transfer & Trust Company (in such capacity), the "Depositary," of its
acceptance of such Shares for payment pursuant to the Offer. In all cases,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made promptly (subject to
<PAGE>
possible delay in the event of proration), but 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), a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof), and any other required documents.
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 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 in the following
order of priority: (a) first from all Odd Lot Holders 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 (b) second, after the purchase of all of the
foregoing Shares, all other 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).
The Company expressly reserves the right at any time or from time to time,
in its reasonable discretion, to extend the period of time during which the
Offer is open by giving notice of such extension to the Depositary and making a
public announcement thereof. Subject to certain conditions set forth in the
Offer to Purchase, the Company also expressly reserves the right to terminate
the Offer and not accept for payment my Shares not theretofore accepted for
payment.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date. For a withdrawal to be effective, the Depositary must
receive a notice of withdrawal in written, telegraphic, or facsimile
transmission form in a timely manner at its address set forth on the back cover
of the Offer to Purchase. Such notice of withdrawal must specify the name of
the person who tendered the Shares to be withdrawn, the name of the registered
holder (if different from that of the person who tendered the 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 evidencing the Shares, 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, the notice of withdrawal 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.
The Offer to Purchase and the Letter of Transmittal contain important
information which should he read carefully before stockholders decide whether to
accept or reject the Offer and, if accepted, at which price or prices to tender
their Shares.
The information required to be disclosed by Rule 13(e)-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference. These materials are being
mailed to record holders of Shares and are being 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 transmittal to beneficial
owners of Shares.
Questions and requests for assistance may be directed to, and additional
copies of the 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. 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
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
<PAGE>
EXHIBIT (a)(8)
[LOGO OF SUPREME INDUSTRIES, INC. APPEARS HERE]
For Immediate Release
Contact: Robert W. Wilson
Executive Vice President
(219) 642-3070
Supreme Industries Commences 2,000,000 Share
Dutch Auction Repurchase
GOSHEN, INDIANA, (April 12, 1999) - Supreme Industries, Inc. (AMEX:STS), a
leading manufacturer of specialized truck bodies and shuttle buses, announced
today that it is commencing a "Dutch Auction" self-tender offer to purchase for
cash up to 2,000,000 shares of its issued and outstanding Class A and Class B
Common Stock, par value $.10 per share. The tender offer begins on Monday,
April 12, 1999, and expires (unless extended) at 5:00 p.m., New York City time,
on Monday, May 10, 1999.
Terms of the tender offer, which are described more fully in the Offer to
Purchase and Letter of Transmittal, invite the Company's stockholders to tender
up to 2,000,000 shares of the Company's Class A and Class B Common Stock to the
Company at prices not greater than $10, nor less than $8.75 per share, as
specified by the tendering stockholders. The Company's Class B Common Stock is
convertible into the Company's Class A Common Stock on a one-for-one basis.
The Company will, subject to the terms and conditions of the offer, determine
the lowest single per share price (not greater than $10 nor less than $8.75 per
share) net to the seller in cash that will allow the Company to purchase
2,000,000 shares (or such lesser number of shares as are validly tendered and
not withdrawn) pursuant to the offer. Such lowest single per share price will
be the purchase price the Company will pay for all shares validly tendered at
prices at or below such purchase price and not withdrawn (subject to the terms
and conditions of the offer). Shares tendered at prices in excess of the
purchase price, 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.
Herbert M. Gardner, Chairman of the Company, said "Considering our confidence in
the future of Supreme Industries and the current trading range of our Class A
Common Stock, the Board of Directors has determined that the repurchase of our
stock is an appropriate investment and is in the long-term best interest of our
shareholders. At the same time, our offer provides an opportunity to those who
wish to sell shares in what has been a difficult market for small
<PAGE>
capitalization stocks."
[LOGO OF SUPREME INDUSTRIES, INC. APPEARS HERE]
Neither the Company nor its Board of Directors makes any recommendation to any
shareholder as to whether to tender or refrain from tendering shares pursuant to
the offer. The offer is being made to all holders of the Company's Common Stock
including officers, directors, and affiliates of the Company.
The Depositary is American Stock Transfer & Trust Company, and the Information
Agent is Georgeson & Company Inc. The Offer to Purchase, Letter of Transmittal,
and related documents will be mailed to stockholders of record and will also be
made available for distribution to beneficial owners of the Company's Common
Stock. Additional copies may be obtained from Georgeson & Company Inc., Wall
Street Plaza, New York, New York 10006. Telephone: (800) 223-2064.
- --------------------------
65140 U.S. 33 East
P.O. Box 237
Goshen, IN 46527-0237
Phone: (219) 642-3070
FAX: (219) 642-3208
<PAGE>
Exhibit (B)(1)
[LETTERHEAD OF NBD APPEARS HERE]
April 8, 1999
Mr. William J. Barrett
Secretary
Supreme Industries, Inc.
PO Box 463
Goshen, IN 46527
Dear Mr. Barrett:
NBD Bank is pleased to advise you we have approved the financing proposed for
Supreme Industries, Inc. Subject to your acceptance of the terms and conditions
stated in this letter, the Bank agrees to extend the following credit facility.
Borrower
- --------
Supreme Industries, Inc. and Supreme Corporation
Amount and Type
- ---------------
Up to a $20,000,000 Unsecured Five Year Term Loan with a Seven Year commercial
amortization. The Term Loan repayment would be structured with quarterly
principal and interest payments.
Earnings Recapture Provision
- ----------------------------
Additional principal payments would be required based upon an earnings recapture
provision of 20% of annual net income over $5,000,000. The additional principal
payment requirement would be capped at $1,000,000.
Prepayment
- ----------
Borrower may prepay all of a portion of the Loan without penalty, except any
portion of any loan as to which an election for a continuation of or a
conversion to a Eurodollar Rate Loan is pending.
Purpose
- -------
Purchase up to 2,000,000 shares of Supreme Industries, Inc. stock at a price not
to exceed $10 per share.
<PAGE>
[NBD LOGO
APPEARS HERE]
Interest Rate
- -------------
T/L to T/N/W LIBOR PLUS
------------ ----------
1.26 to 2.50 115 basis points
0.76 to 1.25 100 basis points
Less than 0.75 90 basis points
Term
- ----
Five years from date of funding.
Guarantors
- ----------
The following entities shall jointly and severally guaranty all indebtedness of
the Borrower to the Bank: Supreme Corp. of Texas, Supreme Truck Bodies of
California, Supreme Mid-Atlantic, Supreme/Murphy Truck Bodies, SC Tower
Structural Laminating, Inc., SC Freedom One, Inc., Atlantic Sales Corporation
Covenants (Subject to final negotiation between the Borrower and the Bank)
- --------------------------------------------------------------------------
1. Current Ratio not less than 1.50:1.00.
2. Debt Service Coverage not less than 1.40:1.00.
3. Tangible Net Worth not less than $28,000,000 increasing annually by 50% of
net income.
4. Total liabilities to Tangible Net Worth not to exceed 2.50:1.00
Fees and Expenses
- -----------------
Borrower agrees to pay a facility fee of 1/4 of 1% at the time of closing.
Borrower also agrees to reimburse the Bank for all its out-of-pocket expenses,
including reasonable legal fees.
Reporting Requirements
- ----------------------
1. Annual Audited financial statement.
2. Annual form 10-K.
3. Quarterly form 10-Q.
4. Monthly financial statement.
Miscellaneous
- -------------
This loan commitment is a summary proposal and is subject to the final
negotiation of loan covenants and formal documentation. This documentation will
be an amendment to the existing credit agreement as amended. If there is any
difference between the terms and conditions to this letter and the loan
documents, the terms and conditions of the loan documents shall govern.
Expiration
- ----------
This loan proposal shall expire April 30, 1999 unless extended by the Bank.
<PAGE>
[NBD LOGO
APPEARS HERE]
We appreciate the opportunity to continue to work with Supreme. As always
please call me should you have any questions. If you accept the terms and
conditions above, please indicate your acceptance in the space provided below
and return a copy to me.
Sincerely,
/s/ Daniel C. Oakley
Daniel C. Oakley
Vice President
Corporate Banking
Accepted and agreed on April 9, 1999.
Supreme Industries, Inc.
By: /s/ William J. Barrett
---------------------------------
William J. Barrett, Secretary
