Exhibit a(1)(i)
SUPREME INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH UP TO
1,500,000 SHARES OF ITS CLASS A AND CLASS B COMMON STOCK
PAR VALUE $.10 PER SHARE
AT A PURCHASE PRICE NOT GREATER THAN $3
NOR LESS THAN $2-1/4 PER SHARE
THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, JANUARY 23, 2001
UNLESS THE OFFER IS EXTENDED.
Supreme Industries, Inc., a Delaware corporation (the "Company"), invites
its stockholders to tender up to 1,500,000 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 $3 nor less than $2-1/4 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 $3 nor less
than $2-1/4 per Share), net to the seller in cash without interest thereon (the
"Purchase Price"), that will allow it to purchase 1,500,000 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lesser number of Shares as are validly tendered and not withdrawn) pursuant to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tendered at prices at or below the Purchase Price and not withdrawn, upon the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Price and not withdrawn, and Shares not purchased because of proration, will be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 1,500,000 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 December 19, 2000, 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 $2-1/2 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 December 21, 2000
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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.
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.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY OF TERMS.............................................................................4
FORWARD LOOKING STATEMENTS...................................................................8
INTRODUCTION.................................................................................9
THE OFFER...................................................................................10
1. NUMBER OF SHARES; PRORATION.........................................................10
Priority of Purchases...............................................................11
Odd Lots............................................................................11
Proration...........................................................................12
2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER..................................12
3. PROCEDURES FOR TENDERING SHARES.....................................................13
Proper Tender of Shares.............................................................13
Signature Guarantees and Method of Delivery.........................................14
Book-Entry Delivery.................................................................14
Guaranteed Delivery.................................................................15
United States Federal Income Tax Backup Withholding.................................15
Withholding For Foreign Stockholders................................................15
Determination of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects.........................................16
Tendering Stockholder's Representation and Warranty; Company's Acceptance
Constitutes an Agreement.....................................................16
4. WITHDRAWAL RIGHTS...................................................................17
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE....................................17
6. CERTAIN CONDITIONS OF THE OFFER.....................................................18
7. PRICE RANGE OF SHARES; DIVIDENDS....................................................20
8. SOURCE AND AMOUNT OF FUNDS..........................................................21
9. CERTAIN INFORMATION CONCERNING THE COMPANY..........................................21
Where Stockholders Can Obtain More Information About the Company....................21
Incorporation by Reference..........................................................21
10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING SHARES......................................................22
11. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER
THE EXCHANGE ACT....................................................................25
12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.........................................26
13. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES...............................26
Consequences to Tendering Holders of Exchange of Shares for Cash Pursuant
to the Offer.................................................................27
Consequences to Stockholders Who Do Not Tender Pursuant to the Offer................29
14. EXTENSION OF OFFER; TERMINATION; AMENDMENT..........................................29
15. FEES AND EXPENSES...................................................................30
16. MISCELLANEOUS.......................................................................30
</TABLE>
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SUMMARY OF TERMS
This summary of terms is being provided solely for your convenience. It
highlights material information in the Offer to Purchase, but you should realize
that it does not describe all of the details of the Offer to the same extent
described in the Offer to Purchase and Letter of Transmittal. We urge you to
read the entire Offer to Purchase and the related Letter of Transmittal
carefully because they contain the full details of the Offer. Where helpful, we
have included references to the sections of the Offer to Purchase where you will
find a more complete discussion.
WHO IS OFFERING TO PURCHASE MY The purchaser who is offering to
SHARES AND WHAT ARE THE purchase your shares is Supreme
CLASSES AND AMOUNT OF SHARES Industries, Inc. (the "Company"). The
SOUGHT IN THE OFFER? Company is offering to purchase up to
1,500,000 shares of its Class A and
Class B Common Stock, par value $.10 per
share (the "Shares").
WHAT WILL THE PURCHASE PRICE The Company is conducting the offer
FOR THE SHARES BE AND WHAT through a procedure commonly called a
WILL BE THE FORM OF PAYMENT? modified "Dutch Auction." This procedure
allows you to select the price within a
price range specified by us at which you
are willing to sell your Shares. The
price range for this Offer is $3 to
$2-1/4. The Company will select the
lowest per share price (not greater than
$3 nor less than $2-1/4) (the "Purchase
Price") that will allow it to purchase
1,500,000 Shares or, if a lesser number
of Shares are properly tendered, all
Shares that are properly tendered and
not withdrawn pursuant to the Offer. All
Shares the Company purchases will be
purchased at the same price, even if you
have selected a lower price, but the
Company will not purchase any Shares
above the purchase price it determines.
If you wish to maximize the chance that
your Shares will be purchased, you
should check the box in the section on
the Letter of Transmittal indicating
that you will accept the purchase price
the Company determines. You should
understand that this election could
result in your Shares being purchased at
the minimum price of $2-1/4 per share.
If your Shares are purchased in the
Offer, you will be paid the Purchase
Price, in cash, without interest, as
soon as practicable after the expiration
of the offer period. Under no
circumstances will the Company pay
interest on the Purchase Price, even if
there is a delay in making payment. See
Section 1.
HOW MANY SHARES WILL THE We will purchase 1,500,000 Shares in the
COMPANY PURCHASE? Offer or such lesser number of Shares as
are properly tendered. If more than
1,500,000 Shares are tendered, all
Shares tendered at or below the purchase
price will be purchased on a pro rata
basis, except for "odd lots" (lots held
by owners of less than 100 Shares),
which will be purchased on a priority
basis. We also expressly reserve the
right to purchase additional Shares up
to 2% of the outstanding Shares and
could decide to purchase more shares
subject to applicable legal
requirements. The Offer is not
conditioned on any minimum number of
Shares being tendered by stockholders.
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HOW WILL THE COMPANY PAY FOR The Company will need a maximum of
THE SHARES? $4,600,000 to purchase 1,500,000 Shares,
assuming the Purchase Price is $3 per
share. The Company will pay for the
Shares with money it expects to obtain
from its general corporate funds and
from its existing credit agreement with
NBD Bank, an Indiana banking
corporation. See Sections 8 and 9.
HOW LONG DO I HAVE TO TENDER You may tender your Shares until the
MY SHARES? Offer expires. The Offer will expire on
Tuesday, January 23, 2001, at 5:00 p.m.,
New York City time, unless the Company
extends the Offer. The Company may
choose to extend the Offer at any time.
The Company cannot assure you, however,
that we will extend the Offer or, if the
Offer is extended, for how long. See
Sections 1 and 14.
HOW WILL I BE NOTIFIED IF THE If the Offer is extended, the Company
COMPANY EXTENDS THE OFFER? will make a public announcement of the
extension no later than 9:00 a.m. on the
first business day after the previously
scheduled expiration of the offer
period. See Section 14.
ARE THERE ANY CONDITIONS TO Yes. The Company's obligation to accept
THE OFFER? and pay for your properly tendered
Shares depends upon a number of
conditions, including:
o No legal action shall have
been threatened, pending or
taken, that might adversely
affect the Offer;
o No significant decrease in
the price of the Company's
Shares or in the price of
equity securities generally
and no adverse changes in
the U.S. stock markets or
credit markets shall have
occurred during this Offer;
o No one shall have proposed,
announced or made a tender
or exchange offer (other
than this Offer), merger,
business combination or
other similar transaction
involving the Company.
For more information on conditions to
the Offer, see Section 6.
HOW DO I TENDER MY SHARES? To tender your Shares, prior to 5:00
p.m., New York City time, on Tuesday,
January 23, 2001, unless the Offer is
extended:
o you must deliver your share
certificate(s) and a
properly completed and duly
executed Letter of
Transmittal to the
depositary at the address
appearing on the
Page 5 of 32
<PAGE>
back cover page of this
document; or
o the depositary must receive
a confirmation of receipt of
your Shares by book-entry
transfer and a properly
completed and duly executed
Letter of Transmittal or the
other documents described in
this Offer to Purchase; or
o you must comply with the
guaranteed delivery
procedure outlined in
Section 3.
You may also contact the information
agent for assistance. The contact
information for the information agent is
set forth on the back cover page of this
document. See Section 3 and the
instructions to the Letter of
Transmittal.
ONCE I HAVE TENDERED MY SHARES Yes. You may withdraw your tendered
IN THE OFFER, CAN I WITHDRAW Shares at any time before 5:00 p.m., New
MY TENDERED SHARES? York City time, on Tuesday, January 23,
2001, or such later date to which the
Offer is extended by the Company. See
Section 4.
HOW DO I WITHDRAW SHARES I You must deliver on a timely basis a
PREVIOUSLY TENDERED? written, telegraphic, or facsimile
notice of your withdrawal to the
depositary at the address appearing on
the back cover page of this document.
Your notice of withdrawal must specify
your name, the number of Shares
tendered, the number of Shares to be
withdrawn, and the name of the
registered holder of the Shares. Some
additional requirements apply if the
certificates for the Shares to be
withdrawn have been delivered to the
depositary or if your Shares have been
tendered under the procedure for
book-entry transfer set forth in Section
3.
IN WHAT ORDER WILL TENDERED First, the Company will purchase Shares
SHARES BE PURCHASED? from all holders of "odd lots" of less
than 100 Shares who properly tender all
of their Shares at or below the Purchase
Price. Second, after purchasing all
Shares from the "odd lot" holders, the
Company will purchase Shares from all
other stockholders who properly tender
Shares at or below the Purchase Price,
on a pro rata basis. Therefore, all of
the Shares that you tender in the Offer
may not be purchased even if they are
tendered at or below the Purchase Price.
See Section 1.
IF I DECIDE NOT TO TENDER, HOW Stockholders who choose not to tender
WILL THE OFFER AFFECT MY will own a greater interest in the
SHARES? Company following the Offer.
WHAT DOES THE COMPANY AND ITS The Company's Board of Directors has
BOARD OF DIRECTORS THINK OF approved this Offer. However, neither
THE OFFER? the Company nor its Board of Directors
is making any recommendation whether you
should tender or refrain from tendering
your Shares or at what purchase price
you should tender your Shares. You must
decide whether to tender your Shares
and, if so, how many Shares to tender
and the price or prices at which you
will tender them. You should discuss
whether to tender your Shares with your
broker or other financial advisor.
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The Company is not aware of any
directors, officers, or affiliates that
intend to tender any of their Shares in
the Offer. See Sections 2 and 10.
WHEN WILL THE COMPANY PAY ME The Company will pay the Purchase Price,
FOR THE SHARES I TENDER? in cash, without interest, for the
Shares its purchases as promptly as
practicable after the expiration of the
Offer and the acceptance of the Shares
for payment. See Sections 1 and 5.
WHAT IS THE RECENT MARKET On December 19, 2000, the next to last
PRICE FOR MY SHARES? full trading day prior to announcement
and commencement of the Offer, the last
reported sales price on the American
Stock Exchange was $2-1/2. You are urged
to obtain current market quotations for
your Shares.
WILL I HAVE TO PAY BROKERAGE If you are a registered stockholder and
COMMISSIONS IF I TENDER MY you tender your Shares directly to the
SHARES? depositary, you will not incur any
brokerage commission. If you hold Shares
through a broker or bank, we urge you to
consult your broker or bank to determine
whether transaction costs are
applicable. See the introduction and
Section 15.
WHAT ARE THE UNITED STATES Generally, you will be subject to United
FEDERAL INCOME TAX States federal income taxation when you
CONSEQUENCES IF I TENDER MY receive cash from the Company in
SHARES? exchange for the Shares you tender. In
addition, the receipt of cash for your
tendered Shares will be treated either
as (1) a sale or exchange eligible for
capital gains treatment or (2) a
dividend subject to ordinary income tax
rates. See Section 13.
WILL I HAVE TO PAY STOCK If you instruct the depositary in the
TRANSFER TAX IF I TENDER MY related Letter of Transmittal to make
SHARES? the payment for the Shares to the
registered holder, you will not incur
any stock transfer tax. See Section 5.
WHOM DO I CONTACT IF I HAVE The information agent can help answer
QUESTIONS ABOUT THE OFFER? your questions. The information agent is
Georgeson Shareholder Communications
Inc. The contact information for the
information agent is set forth on the
back cover of this document.
Page 7 of 32
<PAGE>
FORWARD LOOKING STATEMENTS
Certain sections of this Offer to Purchase, including but not limited to,
the Introduction, Section 2 entitled "Purpose of the Offer; Certain Effects of
the Offer," Section 9 entitled "Certain Information Concerning the Company,"
Section 13 entitled "Certain United States Federal Income Tax Consequences," and
documents incorporated by reference contain statements that are not historical
facts and constitute projections, forecasts, or forward looking statements. 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 8 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 1,500,000 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 $3 nor less than $2-1/4 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 $3 nor less
than $2-1/4 per Share), net to the seller in cash without interest thereon (the
"Purchase Price"), that will allow it to purchase 1,500,000 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 1,500,000 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 $3 nor less than $2-1/4 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 $3 per Share, on a pro forma
basis, the book value per Share shall have increased from $4.43 per Share to
$4.63 per Share on September 30, 2000.
Upon the terms and subject to the conditions of the Offer, if at the
expiration of the Offer more than 1,500,000 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
Page 9 of 32
<PAGE>
adjustments to avoid purchase of fractional Shares). See 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 Shareholder Communications Inc. which
will act as information agent for the Offer (the "Information Agent"). See
Section 15.
As of December 15, 2000, the Company had issued and outstanding 9,066,292
Shares of its Class A Common Stock and 1,917,394 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, 136,252 Shares of the Company's Class A Common
Stock are reserved for issuance pursuant to stock options exercisable within
sixty days. The 1,500,000 shares that the Company is offering to purchase
represent approximately 13.5% of the total shares referred to in the two
preceding sentences. As of December 15, 2000, the Company's directors and
executive officers as a group (nine persons) beneficially owned (including
1,742,001 Shares of Class B Common Stock and 81,420 Shares of Class A Common
Stock pursuant to options exercisable within sixty days) an aggregate of
3,424,549 shares representing approximately 31.2% of the outstanding Class A and
Class B Shares. The Class A Shares are listed and traded on the American Stock
Exchange ("AMEX") under the symbol "STS." On December 19, 2000, 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 $2-1/2 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 1,500,000 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 $3 nor less than
$2-1/4 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
Tuesday, January 23, 2001, 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 1,500,000 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
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TENDERED IN THE OFFER. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE SECTION 6.
In accordance with Instruction 5 of the Letter of Transmittal,
stockholders desiring to tender Shares must specify the price or prices (not
greater than $3 nor less than $2-1/4 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 1,500,000 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 1,500,000 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 1,500,000 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 December 21, 2000, 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.
Page 11 of 32
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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, 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 $3 nor less than $2-1/4 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
Page 12 of 32
<PAGE>
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 $3 per Share, on a pro
forma basis, the book value per Share shall have increased from $4.43 per Share
to $4.63 per Share on September 30, 2000.
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 $1/8) 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.
Page 13 of 32
<PAGE>
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 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
Page 14 of 32
<PAGE>
received by, 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
Page 15 of 32
<PAGE>
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 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
Page 16 of 32
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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
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 1,500,000 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
Page 17 of 32
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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
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
Page 18 of 32
<PAGE>
for payment of, or the purchase of and the payment for Shares tendered, subject
to rules under the Exchange Act, if at any time on or after December 21, 2000,
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:
(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 December
21, 2000; 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
Page 19 of 32
<PAGE>
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.
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 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:
HIGH LOW
---- ---
1998:
1st Quarter 10-7/16 7-3/16
2nd Quarter 13 9-13/16
3rd Quarter 10-11/16 7-3/8
4th Quarter 9 6-11/16
1999:
1st Quarter 9-7/16 6-11/16
2nd Quarter 9-7/8 8-5/16
3rd Quarter 7-3/4 6-1/2
4th Quarter 7-5/8 5-3/4
2000:
1st Quarter 6-9/16 4-1/16
2nd Quarter 6-1/2 4-5/16
3rd Quarter 5-1/2 3-3/4
On December 19, 2000, 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 $2-1/2. 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 1998 (one on
June 1 and one on November 20), two 5% stock dividends during 1999 (one on July
19 and one on December 6), and one 5% stock dividend during 2000 (May
Page 20 of 32
<PAGE>
1, 2000).
8. SOURCE AND AMOUNT OF FUNDS.
Assuming that the Company purchases 1,500,000 Shares pursuant to the
Offer, at a purchase price of $3 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 $4,600,000 which the Company
expects to obtain from its general corporate funds and from money available
under a Credit Agreement between the Company, the Company's wholly owned
subsidiary Supreme Corporation, a Texas corporation, and NBD Bank, an Indiana
banking corporation, dated April 25, 1994, as amended from time to time (the
"Credit Agreement"). The Credit Agreement was filed as Exhibit 4.25 to the
Company's annual report on form 10-K for the year ended December 31, 1994. The
Credit Agreement was amended by the First Amendment to Credit Agreement dated
February 20, 1996 (the "First Amendment") and was amended again by the Second
Amendment to Credit Agreement dated October 25, 1996 (the "Second Amendment").
The First Amendment and Second Amendment were filed as Exhibits 4.2 and 4.3,
respectfully, to the Company's annual report on Form 10-K for the year ended
December 31, 1996. The Credit Agreement was further amended by the Third
Amendment to the Credit Agreement dated June 23, 1998 (the "Third Amendment")
and was amended again by the Fourth Amendment to the Credit Agreement dated
September 30, 1998 (the "Fourth Amendment"). The Third Amendment and Fourth
Amendment were filed as Exhibits 4.4 and 4.5, respectfully to the Company's
annual report on Form 10-K for the year ended 1998. The Credit Agreement was
further amended by the Fifth Amendment to Credit Agreement dated May 11, 1999
(the "Fifth Amendment"). The Fifth Amendment was filed as Exhibit 4.6 to the
Company's annual report on Form 10-K for the year ended December 31, 1999. The
Credit Agreement, First Amendment, Second Amendment, Third Amendment, Fourth
Amendment, and Fifth Amendment are incorporated herein by reference. See Section
9.
9. CERTAIN INFORMATION CONCERNING THE COMPANY.
The Company was incorporated 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.
Where Stockholders Can Obtain More Information About the Company. The
Company is subject to the informational filing requirements of the Exchange Act,
and, accordingly, are obligated to file reports, statements and other
information with the United States Securities and Exchange Commission (the
"SEC") relating to the Company's 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 these persons in
transactions with the Company is required to be disclosed in proxy statements
distributed to the Company's stockholders and filed with the SEC. The Company
has filed an Issuer Tender Offer Statement on Schedule TO with the SEC that
includes additional information relating to the Offer. These reports, statements
and other information can be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; and at its regional offices located at 400 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of this material may also be obtained by
mail, upon payment of the SEC's customary charges, from the Public Reference
Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. The SEC also maintains a web site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC.
Incorporation by Reference. The rules of the SEC allow the Company to
"incorporate by reference" information into this document, which means that we
can disclose important information to you by referring you to another document
filed separately with the SEC. These documents contain important information
about the
Page 21 of 32
<PAGE>
Company.
SEC Filings (File No. 001-08183) Period or Date Filed
--------------------
Annual Report on Form 10-K................. Year ended December 31, 1994
Year ended December 31, 1996
Year ended December 31, 1998
Year ended December 31, 1999
Quarterly Reports on Form 10-Q............. Quarter ended March 31, 1999
Quarter ended June 30, 1999
Quarter ended September 30, 1999
The Company incorporates by reference these documents (including exhibits
thereto) and any additional documents that it may file with the SEC between the
date of this Offer and the Expiration Date. Those documents include periodic
reports, such as annual reports on Form 10-K and quarterly reports on Form 10-Q,
as well as proxy statements.
Stockholders can obtain any of the documents incorporated by reference in
this document from the Company or from the SEC's web site at the address
described above. Documents incorporated by reference are available from the
Company without charge, excluding any exhibits to those documents. Stockholders
can obtain documents incorporated by reference in this Offer to Purchase by
requesting them in writing or by telephone from the Company at 65140 U.S. 33
East, Goshen, Indiana 46526, telephone: (219) 642-3070. Please be sure to
include your complete name and address in your request. If you request any
incorporated documents, we will mail them to you by first class mail, or another
equally prompt means, within one business day after we receive your request.
10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.
As of December 15, 2000, the Company had issued and outstanding 9,066,292
Shares of Class A Common Stock and 1,917,394 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, 136,252 Shares of the Company's Class A Common Stock are
reserved for issuance pursuant to stock options exercisable within sixty days.
The 1,500,000 shares that the Company is offering to purchase represent
approximately 13.5% of the total shares referred to in the two preceding
sentences. As of December 15, 2000, the Company's directors and executive
officers as a group (nine persons) beneficially owned (including 1,742,001
Shares of Class B Common Stock and 81,420 Shares of Class A Common Stock
pursuant to options exercisable within sixty days) an aggregate of 3,424,549
shares representing approximately 31.2% of the outstanding Class A and Class B
Shares.
If the Company purchases 1,500,000 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 36.1% 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 following table sets forth the
beneficial interests of the executive officers and directors of the Company:
Page 22 of 32
<PAGE>
<TABLE>
<CAPTION>
Name and Address Position Number of Shares Percent of
Outstanding
Shares (%)
<S> <C> <C> <C> <C>
Thomas Cantwell Director Class A 638,236 (2)(6) 6.6%
3949 Ann Arbor Dr. Class B 637,224 33.2%
Houston, TX 77063
Herbert M. Gardner Chairman of Board Class A 812,185 (2)(3)(6) 8.5%
26 Broadway, Suite 815 and President Class B 496,285 (3) 25.9%
New York, NY 10004
William J. Barrett Secretary, Assistant Class A 1,152,827 (2)(4)(6) 11.9%
26 Broadway, Suite 815 Treasurer, Director Class B 568,452 (4) 29.6%
New York, NY 10004
Omer G. Kropf Executive Vice Class A 534,420 (2) 5.9%
16441 County Road 38 President, Director
Goshen, IN 46528
Robert J. Campbell Director Class A 120,095 (2)(5)(6) 1.3%
1304 Summit Avenue, Class B 40,040 2.1%
Suite 2
Plano, TX 75074
Rice M. Tilley, Jr. Assistant Secretary, Class A 25,160 (2) *
3200 Bank One Tower Director
500 Throckmorton
Fort Worth, TX 76102
Robert W. Wilson Executive Vice President, Class A 37,725 (2) *
16441 County Road 38 Treasurer, Chief Financial
Goshen, IN 46528 Officer
H. Douglas Schrock Director Class A 72,336 (2) *
P.O. Box 65
New Paris, IN 46553
Rick L. Horn Director Class A 31,565 (2) *
16441 County Road 38
Goshen, IN 46528
All directors and officers Class A 3,424,549 (2)(3)(4)(5)(6) 31.2%
as a group of (9) persons Class B 1,742,001 (3)(4) 90.9%
</TABLE>
*Less than 1%
(1) The percentage calculations have been made in accordance with Rule
13d-3(d)(1) promulgated under the Securities Exchange Act of 1934. In making
these calculations, shares beneficially owned by a person as a result of the
ownership of Stock Options, or ownership of Class B Common Stock, were deemed to
be currently outstanding solely with respect to the holders of such options or
Class B shares.
(2) Includes the number of Class A Shares set forth opposite the persons named
in the following table which shares are beneficially owned as a result of the
ownership of Stock Options under the Company's 1992 and 1998 Stock Option Plans.
Page 23 of 32
<PAGE>
Incentive Stock
Options
-----------------
William J. Barrett 10,129
Robert J. Campbell 1,012
Thomas Cantwell 1,012
Herbert M. Gardner 10,129
Rick L. Horn 10,129
Omer G. Kropf 29,825
H. Douglas Schrock 1,012
Rice M. Tilley, Jr. 1,012
Robert W. Wilson 17,160
------
All directors and officers as a group 81,420
(3) Includes 8,785 shares of Class A Common Stock and 51,447 shares of Class B
Common Stock owned by Mr. Gardner's wife. Mr. Gardner has disclaimed beneficial
ownership of these shares.
(4) Includes 74,260 shares of Class A Common Stock and 8,954 shares of Class B
Common Stock owned by Mr. Barrett's wife. Mr. Barrett has disclaimed beneficial
ownership of these shares.
(5) Includes 373 shares of Class A Common Stock owned beneficially by Mr.
Campbell's wife, as custodian for their children. Mr. Campbell has disclaimed
beneficial ownership of these shares.
(6) Includes the number of shares of Class A Common Stock which are deemed to be
beneficially owned as a result of ownership of shares of Class B Common Stock,
which Class B shares are freely convertible on a one-for-one basis into Class A
shares.
The Company is not aware of any of its directors, officers, or affiliates
that will be tendering Shares pursuant to this Offer.
The Company has repurchased Shares under an open market repurchase plan
pursuant to Section 10b-18 of the Exchange Act. The Company will not repurchase
any of its Shares other than through the Offer from December 21, 2000 and for
ten business days after the Offer is terminated (including any extensions
thereof) pursuant to Rule 13e-4(f)(6) of the Exchange Act. The following table
sets forth the transactions of the Company in its Shares pursuant to Section
10b-18 of the Exchange Act for the 60 day period prior to December 21, 2000:
Transaction Date Number of Securities Purchased
---------------- ------------------------------
10/20/00 1,200
10/23/00 1,300
10/24/00 1,500
10/25/00 500
10/30/00 1,000
10/31/00 42,668
10/31/00 1,100
11/01/00 1,200
11/02/00 1,200
11/03/00 1,600
11/20/00 1,900
11/27/00 2,000
11/28/00 300
12/01/00 21,300
12/01/00 1,700
12/04/00 1,900
12/05/00 900
12/06/00 1,900
12/07/00 2,100
12/08/00 3,900
12/11/00 7,900
12/12/00 7,900
12/14/00 1,700
Page 24 of 32
<PAGE>
Purchase Price per Share
------------------------
$4.00
$3.875
$3.75
$3.75
$3.625
$3.50
$3.625
$3.4375
$3.375
$3.125
$3.375
$3.2938
$3.125
$3.00
$3.125
$3.00
$3.00
$3.00
$3.00
$2.6875
$2.9156
$2.6442
$2.5426
There have been no transactions by any executive officer or director of
the Company in the subject Shares in the 60 days prior to December 21, 2000,
other than, a gift of 12,000 shares of Class A Common Stock of the Company by
William J. Barrett on December 7, 2000 and a gift of 5,866 shares of Class A
Common Stock of the Company by Robert J. Campbell on November 3, 2000.
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.
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
Page 25 of 32
<PAGE>
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.
Page 26 of 32
<PAGE>
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 circumstances, or to certain types of stockholders (such as certain
financial institutions, dealers in securities or commodities, insurance
companies, "S" corporations, expatriates, tax-exempt organizations, persons
subject to the alternative minimum tax, 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.
Page 27 of 32
<PAGE>
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 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
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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 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
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by Rules l3e-4(d)(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 Shareholder Communications 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.
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 TO which contains additional
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information with respect to the Offer. Such Schedule TO, 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.
December 21, 2000
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Facsimile copies of the Letter of Transmittal will be accepted from
Eligible Institutions. The Letter of Transmittal and certificates for Shares and
any other required documents should be sent or delivered by each stockholder or
his, her, or its broker, dealer, commercial bank, trust company, or other
nominee to the Depositary at its address set forth below.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
By Facsimile Transmissions: (718) 234-5001
(for Eligible Institutions only)
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 Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
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