SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)
SUPREME INDUSTRIES, INC.
(NAME OF ISSUER)
SUPREME INDUSTRIES, INC.
(NAME OF OFFEROR)
SUPREME INDUSTRIES, INC.
(NAME OF PERSON FILING STATEMENT)
CLASS A AND CLASS B COMMON SHARES, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
CLASS A 868607102
CLASS B 868607300
(CUSIP NUMBERS OF CLASS OF SECURITIES)
HERBERT M. GARDNER
CHAIRMAN OF THE BOARD
SUPREME INDUSTRIES, INC.
P.O. BOX 237
65140 U.S. 33 EAST
GOSHEN, IN 46526
(219) 642-3070
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
VERNON E. REW, Jr.
LAW, SNAKARD & GAMBILL, P.C.
3200 BANK ONE TOWER
500 THROCKMORTON STREET
FORT WORTH, TEXAS 76102
(817) 878-6307
DECEMBER 21, 2000
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
-------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------- ----------------------
$4,500,000 $900
* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 1,500,000 Common Shares of Supreme Industries, Inc. at $3 per
share.
** The amount of the filing fee equals 1/50th of one percent (1%) of the value
of the securities to be acquired.
|_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
<PAGE>
Amount Previously Paid: Not applicable Filing party: Not applicable.
Form or Registration No.: Not applicable Date Filed: Not applicable.
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
This Issuer Tender Offer Statement on Schedule TO (this "Schedule TO") relates
to the offer by Supreme Industries, Inc., a Delaware corporation (the
"Company"), to purchase up to 1,500,000 (or such lesser number as are properly
tendered) shares of its Common Stock, $.10 par value (the "Shares"), at prices
not greater than $3 per Share and not less than $2-1/4 per Share, net to the
seller in cash, without interest thereon, as specified by the stockholders
tendering their Shares, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated December 21, 2000 (the "Offer to Purchase"), and
in the related Letter of Transmittal (the Offer to Purchase and the Letter of
Transmittal, collectively, as amended or supplemented from time to time, the
"Offer"). This Schedule TO is intended to satisfy the reporting requirements of
Rule 13e- 4(c)(2) of the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal,
copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and
(a)(1)(ii) hereto, respectively, is incorporated herein by reference in answer
to Items 1 through 11 in this Schedule TO.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1)(i) Form of Offer to Purchase, dated December 21, 2000.
(1)(ii) From of Letter of Transmittal, dated December 21, 2000; together
with Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(1)(iii) Form of Notice of Guaranteed Delivery.*
(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies, and Other Nominees, dated December 21, 2000.*
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5)(i) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees, dated December 21, 2000.*
(5)(ii) Form of Letter to Stockholders from Herbert M. Gardner, Chairman
of the Board of Directors of the Company, dated December 21, 2000.*
(5)(iii) Form of Summary Advertisement, dated December 21, 2000.*
(5)(iv) Form of Press Release, dated December 20, 2000.*
(5)(v) Form of Letter to the Securities and Exchange Commission
dated January 5, 2001, in response to comment letter of the Securities
and Exchange Commission dated January 2, 2001.
<PAGE>
(b) (1) Commitment Letter dated December 20, 2000, between Bank One, NA,
successor in interest to NBD Bank, and the Company for funds available
under an existing line of credit under the Credit Agreement dated as of
April 25, 1994, as amended, by and among the Company, Supreme Corporation,
a Texas corporation, and NBD Bank.*
(d) Not applicable.
(g) Not applicable.
(h) Not applicable
* Previously Filed.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated as of January 8, 2001 SUPREME INDUSTRIES, INC.
By: /s/ Herbert M. Gardner
--------------------------
Name: Herbert M. Gardner
Title: Chairman of the Board of Directors
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a) (1)(i) Form of Offer to Purchase, dated December 21, 2000.
(1)(ii) From of Letter of Transmittal, dated December 21, 2000; together
with Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(1)(iii) Form of Notice of Guaranteed Delivery.*
(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies, and Other Nominees, dated December 21, 2000.*
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5)(i) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees, dated December 21, 2000.*
(5)(ii) Form of Letter to Stockholders from Herbert M. Gardner, Chairman
of the Board of Directors of the Company, dated December 21, 2000.*
(5)(iii) Form of Summary Advertisement, dated December 21, 2000.*
(5)(iv) Form of Press Release, dated December 20, 2000.*
(5)(v) Form of Letter to the Securities and Exchange Commission
dated January 5, 2001, in response to comment letter of the Securities
and Exchange Commission dated January 2, 2001.
(b) (1) Commitment Letter dated December 20, 2000 between Bank One, NA,
successor in interest to NBD Bank, and the Company for funds available
under an existing line of credit under the Credit Agreement dated as of
April 25, 1994, as amended, by and among the Company, Supreme Corporation,
a Texas corporation, and NBD Bank.*
(d) Not applicable.
(g) Not applicable.
(h) Not applicable
* Previously Filed.
