UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE 14D-9
(Rule 14d-101)

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

 

SUPREME INDUSTRIES, INC.
(Name of Subject Company)

 

 

 

SUPREME INDUSTRIES, INC.
(Name of Person Filing Statement)

 

 

 

Class A Common Stock, $0.10 par value per share

Class B Common Stock, $0.10 par value per share

(Title of Class of Securities)

 

 

 

Class A Common Stock 868607102

 

Class B Common Stock 868607300


(CUSIP Number of Class of Securities)

 

 

 

  With copies to:
   
John Dorbin Bruce Newsome, Esq.
General Counsel Haynes and Boone, LLP
Supreme Industries, Inc. 2323 Victory Ave., Suite 700
P.O. Box 237 Dallas, Texas 75219
2581 E. Kercher Road (214) 651-5000
Goshen, Indiana 46528  
(574) 642-3070  
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement)  

 

 

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

 

 

 

This Amendment No. 5 to Schedule 14D-9 (“Amendment No. 5”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) originally filed by Supreme Industries, Inc., a Delaware corporation (“Supreme”), with the Securities and Exchange Commission on August 22, 2017, relating to the offer (the “Offer”) by Wabash National Corporation, a Delaware corporation (“Parent”), and Redhawk Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), to purchase all of the issued and outstanding Class A common stock of Supreme, par value $0.10 per share (the “Class A Common Stock”), and the Class B common stock of Supreme, par value $0.10 per share (the “Class B Common Stock” and collectively with the Class A Common Stock, the “Shares”) for $21.00 per Share, in cash, without interest and less any applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 22, 2017, and in the related Letter of Transmittal, each of which may be amended or supplemented from time to time.

 

The information set forth in the Schedule 14D-9 remains unchanged, except that such information is hereby amended and supplemented to the extent specifically provided herein. All capitalized terms used in this Amendment No. 5 without definition have the meanings ascribed to them in the Schedule 14D-9.

 

Item 9.Exhibits.

 

Item 9 is hereby amended and supplemented as follows:

 

Exhibit No.

  

Description

(a)(17)   Acquisition Update distributed to Supreme’s employees on September 8, 2017.*

 

 

 

* filed herewith

 

1

 

 

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.

 

  SUPREME INDUSTRIES, INC.
   
  By:

/s/ Mark D. Weber

  Name:   Mark D. Weber
  Title: President and Chief Executive Officer

Dated: September 8, 2017