0001104659-15-042311.txt : 20150601 0001104659-15-042311.hdr.sgml : 20150601 20150601113930 ACCESSION NUMBER: 0001104659-15-042311 CONFORMED SUBMISSION TYPE: SD PUBLIC DOCUMENT COUNT: 2 13p-1 1.01 20141231 1.02 20141231 FILED AS OF DATE: 20150601 DATE AS OF CHANGE: 20150601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPREME INDUSTRIES INC CENTRAL INDEX KEY: 0000350846 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK & BUS BODIES [3713] IRS NUMBER: 751670945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SD SEC ACT: 1934 Act SEC FILE NUMBER: 001-08183 FILM NUMBER: 15901999 BUSINESS ADDRESS: STREET 1: P O BOX 237 STREET 2: 2581 EAST KERCHER ROAD CITY: GOSHEN STATE: IN ZIP: 46528 BUSINESS PHONE: 5746423070 MAIL ADDRESS: STREET 1: P O BOX 237 STREET 2: 2581 EAST KERCHER ROAD CITY: GOSHEN STATE: IN ZIP: 46528 FORMER COMPANY: FORMER CONFORMED NAME: EXPLORATION SURVEYS INC DATE OF NAME CHANGE: 19850813 SD 1 a15-13164_1sd.htm SPECIALIZED DISCLOSURE REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM SD

 

Specialized Disclosure Report

 


 

SUPREME INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-8183

 

75-1670945

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2581 E. Kercher Road

Goshen, Indiana

 


46528

(Address of principal executive offices)

 

(Zip Code)

 

John W. Dorbin, Jr.                                                                                (574) 642-4889

(Name and telephone number, including area code, of the person to contact in connection with this report.)

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

x                 Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.

 

 

 



 

Company Profile:

 

Supreme Industries, Inc., a Delaware corporation (“we,” “our,” “us,” “Supreme,” or the “Company”), is one of the nation’s leading manufacturers of specialized vehicles including truck bodies, trolleys, and specialty vehicles. Supreme manufactures specialized commercial vehicles that are attached to a truck chassis.  The truck chassis, which consists of an engine, drivetrain, a frame with wheels, and in some cases a cab, is manufactured by third parties who are major automotive or truck companies.

 

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Section 1 — Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

In accordance with the disclosure requirements promulgated by the U.S. Securities and Exchange Commission (“SEC”), we have undertaken efforts to determine the source of conflict minerals(1) necessary to the functionality or production of our products for the period from January 1 to December 31, 2014.

 

As is required, we have conducted a good faith reasonable country of origin inquiry (“RCOI”) to determine whether the necessary conflict minerals originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively the “Covered Countries”) or came from recycled or scrap sources.

 

Supreme Industries Inc.’s RCOI process included conducting an inquiry of our direct suppliers using the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template. We relied upon our suppliers’ representations, in the format provided by the suppliers, regarding the origin of their minerals and their smelter data to determine the source of the conflict minerals within our supply chain, and we performed due diligence on the source and chain of custody of the conflict minerals.

 

The Company has filed this Specialized Disclosure Form (“Form SD”) and the associated Conflict Minerals Report, which appears as Exhibit 1.01 hereto and is publicly available on the Company’s website at www.supremecorp.com.

 

Item 1.02 Exhibit

 

The Company’s Conflict Minerals Report is provided as Exhibit 1.01 hereto.

 

Section 2 — Exhibits

 

Item 2.01 Exhibits

 

The following exhibit is filed as part of this report.

 

Exhibit 1.01 — Supreme Industries Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2014 as required by Items 1.01 and 1.02 of this Form.

 

*****

 


(1)  The term “conflict mineral” is defined in Form SD as (A) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Covered Countries.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 

Supreme Industries, Inc.

 

 

/s/ Matthew W. Long

 

Date: June 1, 2015

Matthew W. Long

 

 

Chief Financial Officer

 

 

 

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EX-1.01 2 a15-13164_1ex1d01.htm EX-1.01

Exhibit 1.01

 

CONFLICT MINERALS REPORT OF

SUPREME INDUSTRIES, INC.

FOR THE REPORTING PERIOD FROM

JANUARY 1 TO DECEMBER 31, 2014

 

I.                                        Introduction

 

This is the Conflict Minerals(1) Report of Supreme Industries, Inc. (“we,” “our,” “us,” “Supreme,” or the “Company”) prepared for calendar year 2014 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Report are defined in Rule 13p-1 of the Act and Form SD and the reader is referred to those sources, and also to Release No. 34-67716 (August 22, 2012) (the “Adopting Release”) for such definitions.

 

In accordance with Rule 13p-1, we undertook efforts to determine whether the necessary conflict minerals in our products were or were not “DRC conflict-free.” The Company designed its efforts in conformity, with the internationally recognized due diligence framework in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas(2) (“OECD Due Diligence Guidance”) and related Supplements.

 

The statements below are based on the reasonable country of origin inquiry (“RCOI”) and due diligence performed, in good faith, by Supreme and on the infrastructure and information available at the time of this filing. There are factors that could affect the accuracy of these statements. These factors include, but are not limited to, incomplete supplier or smelter data, errors or omissions by suppliers or smelters, evolving definition and confirmation of smelters, incomplete information from industry or other third-party sources, continuing guidance regarding the Securities and Exchange Commission (“SEC”) final rules, all instances of conflict minerals necessary to the functionality or manufacturing of Supreme’s products possibly not yet having been identified, gaps in supplier education and knowledge, timeliness of data, public information not discovered during a reasonable search, errors in public data, language barriers and translation, supplier and smelter unfamiliarity with the relevant protocols, oversights or errors in conflict free smelter audits, Covered Countries sourced materials being declared secondary materials, companies going out of business in 2014, certification programs being not equally advanced for all industry segments and metals, and smuggling of conflict minerals from the Covered Countries to countries beyond the Covered Countries.

 


(1)  The term “conflict mineral” is defined in Form SD as (A) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo (“DRC”) or an adjoining country (the “Covered Countries”).

(2)  OECD (2013), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, OECD Publishing. http://dx.doi.org/10.1787/9789264185050-en

 

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II.                                   Design of Conflict Minerals Program

 

The Company designed its conflict minerals program to conform, in all material respects, with the five-step framework of the OECD Due Diligence Guidance, the Supplement on Tin, Tantalum, and Tungsten, and the Supplement on Gold, specifically as they relate to our position in the minerals supply chain as a “downstream” company:

 

Step 1:          Establish strong company management systems

Step 2:          Identify and assess risks in the supply chain

Step 3:          Design and implement a strategy to respond to identified risks

Step 4:          Carry out independent third-party audit of smelter/refiner’s due diligence practices

Step 5:          Report annually on supply chain due diligence.

 

III.                              Due Diligence Measures Performed by Supreme Industries, Inc.

 

The following describes the measures taken to reasonably determine the country of origin and to exercise due diligence in the mineral supply chain in conformance with the OECD Due Diligence Guidance.

 

Step 1: Establish strong company management systems

 

a.              Conflict minerals team — Supreme established a conflict minerals team that includes individuals from the appropriate business departments, including legal, accounting, and procurement. The team was structured to ensure critical information, including the Company policy, reached relevant employees and suppliers.

 

b.              Conflict minerals policy — Supreme adopted and published a policy establishing the expectations of our suppliers. The policy can be found at www.supremecorp.com. It is periodically reviewed and will be updated, if necessary.

 

c.               Internal engagement — We held internal meetings to educate relevant employees on our conflict minerals program and reporting obligations.

 

d.              Supplier engagement — Supreme provided educational information to our queried suppliers. Suppliers were provided information on the conflict minerals disclosure requirements as well as our internal process for developing, implementing, and documenting a conflict minerals compliance program.

 

e.               Company level grievance mechanism — As recommended by the OECD Due Diligence Guidance, Supreme established a grievance mechanism as a risk-awareness system for conflict minerals issues. All Supreme employees and suppliers can communicate directly and confidentially with our general counsel’s office.

 

f.               Records management — Supreme maintains records relating to our conflict minerals program in accordance with the recommended record retention guidelines.

 

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Step 2: Identify and assess risks in the supply chain

 

We performed the following steps as part of our risk assessment process:

 

a.              Identified products in scope — Our conflict minerals team conducted a review of the products manufactured or contracted to be manufactured during the period from January 1 to December 31, 2014 to identify products that should be deemed in-scope as described by the Adopting Release.

 

b.              Conducted Reasonable Country of Origin Inquiry — Supreme utilized the industry-developed Conflict Minerals Reporting Template (“CMRT”) to query for conflict minerals information the suppliers who provide material and components for the products deemed in-scope by our conflict minerals team. We evaluated the responses from the templates submitted by our suppliers to determine our reporting obligation based on this RCOI.

 

c.               Completed additional follow-up — Supreme contacted direct suppliers that did not respond to our request for conflict minerals information by the requested date.  We also worked to clarify and validate the information provided by our suppliers.

 

d.              Identify smelters/processors — Supreme collected a list of smelters/processors that are in our supply chain by utilizing the CMRT.

 

Step 3: Design and implement a strategy to respond to identified risks

 

We performed the following steps as part of our risk management plan:

 

a.              Designed and implemented a plan — Supreme established risk rating criteria to evaluate suppliers based on the responses provided within their CMRT as well as any additional documentation furnished to support those responses. The resulting risk ratings were used to develop specific supplier outreach and education to address the identified risks.

 

b.              Verify smelters — As part of the risk mitigation process, the Company reconciled the list of smelters collected from suppliers to the list of smelter facilities designated as “conflict-free” by the Conflict-Free Sourcing Initiative’s (“CFSI”) Conflict-Free Smelter Program. We have provided a list of our smelters and their designation according to the CFSI’s Conflict-Free Smelter Program under “Processing Facilities.”

 

Step 4: Carry out independent third-party audit of smelter / refiner’s due diligence practices

 

The Company, as a purchaser of component parts, is many steps removed from the mining of conflict minerals, as well as the smelters and refiners who provide minerals and ore. The Company does not purchase raw ore or unrefined conflict minerals, and conducts no purchasing activities directly in the Covered Countries. Therefore, the Company does not perform or direct audits of smelters and refiners within its supply chain.

 

Step 5: Report on supply chain due diligence

 

The Company reports on our supply chain due diligence policies and practices by filing a Form SD and Conflict Minerals Report, if necessary, with the SEC, as required. Accordingly, this Conflict Minerals

 

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Report has been filed with the SEC and has been made publicly available on our website at www.supremecorp.com.

 

IV.                               Product Description

 

Supreme manufactures specialized commercial vehicles that are attached to a truck chassis, including truck bodies, trolleys, and specialty vehicles.  The truck chassis, which consists of an engine, drivetrain, a frame with wheels, and in some cases a cab, is manufactured by third parties who are major automotive or truck companies.  Supreme integrates a wide range of options into its products including liftgates, back-up cameras, security systems, remote locks, lighting, and refrigeration equipment, and other custom equipment at the request of customers.  Both the chassis and various components of Supreme’s products may contain conflict minerals.

 

V.                                    Product Determination

 

On the basis of the due diligence process described above, the suppliers surveyed identified certain smelters and processors whose sourcing of conflict minerals remains undetermined, as reflected in the list under “Processing Facilities.” Not all of our products contain conflict minerals, nor do all of our products which contain conflict minerals use conflict minerals processed from facilities categorized as undetermined in the list. However, since we are unable to determine which facility processed all conflict minerals contained in our products we cannot state with the greatest possible certainty that all of our products that contain conflict minerals are “DRC conflict-free.”

 

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Processing Facilities — Based on our due diligence process and the information received from our suppliers, the following facilities may have been used to process conflict minerals used in our products.

 

Mineral

 

Smelter Name

 

Country

 

Conflict-Free
Status

Gold

 

Metalor USA Refining Corporation

 

UNITED STATES

 

Conflict-Free

Gold

 

Royal Canadian Mint

 

CANADA

 

Conflict-Free

Gold

 

Argor-Heraeus SA

 

SWITZERLAND

 

Conflict-Free

Gold

 

Solar Applied Materials Technology Corp.

 

TAIWAN

 

Conflict-Free

Gold

 

Heraeus Ltd. Hong Kong

 

HONG KONG

 

Conflict-Free

Gold

 

LS-NIKKO Copper Inc.

 

KOREA, REPUBLIC OF

 

Conflict-Free

Gold

 

Tanaka Kikinzoku Kogyo K.K.

 

JAPAN

 

Conflict-Free

Tin

 

Malaysia Smelting Corporation (MSC)

 

MALAYSIA

 

Conflict-Free

Tin

 

OMSA

 

BOLIVIA

 

Conflict-Free

Tin

 

PT Bukit Timah

 

INDONESIA

 

Conflict-Free

Tin

 

PT Timah (Persero), Tbk

 

INDONESIA

 

Conflict-Free

Tin

 

Thaisarco

 

THAILAND

 

Conflict-Free

Tin

 

Minsur

 

PERU

 

Conflict-Free

Tin

 

PT Tambang Timah

 

INDONESIA

 

Conflict-Free

Tin

 

Yunnan Tin Company, Ltd.

 

CHINA

 

Conflict-Free

Tin

 

Mineração Taboca S.A.

 

BRAZIL

 

Conflict-Free

Tin

 

EM Vinto

 

BOLIVIA

 

Conflict-Free

Tin

 

Cooper Santa

 

BRAZIL

 

Conflict-Free

Tin

 

Alpha

 

UNITED STATES

 

Conflict-Free

Tin

 

PT Koba Tin

 

INDONESIA

 

Not Determined

Tin

 

PT DS Jaya Abadi

 

INDONESIA

 

Conflict-Free

Tin

 

Metallo Chimique

 

BELGIUM

 

Not Determined

Tin

 

PT Bangka Putra Karya

 

INDONESIA

 

Conflict-Free

Tin

 

Gejiu Non-Ferrous Metal Processing Co. Ltd.

 

CHINA

 

Conflict-Free

Tin

 

Dongguan City Jiubo Electric Science and Technology Co., LTD.

 

CHINA

 

Not Determined

Tin

 

CV United Smelting

 

INDONESIA

 

Conflict-Free

Tin

 

Fenix Metals

 

POLAND

 

Not Determined

Tin

 

China Tin Group Co., Ltd.

 

CHINA

 

Not Determined

Tin

 

Magnu’s Minerais Metais e Ligas LTDA

 

BRAZIL

 

Conflict-Free

Tin

 

Mitsubishi Materials Corporation

 

JAPAN

 

Conflict-Free

Tin

 

PT Eunindo Usaha Mandiri

 

INDONESIA

 

Conflict-Free

Tin

 

PT REFINED BANGKA TIN

 

INDONESIA

 

Conflict-Free

Tin

 

PT Sariwiguna Binasentosa

 

INDONESIA

 

Conflict-Free

Tin

 

PT Tinindo Inter Nusa

 

INDONESIA

 

Conflict-Free

Tin

 

Rui Da Hung

 

TAIWAN

 

Not Determined

Tin

 

White Solder Metalurgia e Mineração Ltda.

 

BRAZIL

 

Conflict-Free

 

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Tin

 

Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.

 

CHINA

 

Not Determined

Tin

 

Gejiu Zi-Li

 

CHINA

 

Not Determined

Tin

 

Novosibirsk Integrated Tin Works

 

RUSSIAN FEDERATION

 

Not Determined

Tin

 

PT Bangka Tin Industry

 

INDONESIA

 

Conflict-Free

Tin

 

PT Belitung Industri Sejahtera

 

INDONESIA

 

Conflict-Free

Tin

 

China Rare Metal Materials Company

 

CHINA

 

Conflict-Free

Tin

 

Jiangxi Nanshan

 

CHINA

 

Not Determined

Tin

 

Gejiu Kai Meng Industry and Trade LLC

 

CHINA

 

Not Determined

Tin

 

Linwu Xianggui Smelter Co

 

CHINA

 

Not Determined

Tin

 

Minmetals Ganzhou Tin Co. Ltd

 

CHINA

 

Not Determined

Tin

 

PT Babel Inti Perkasa

 

INDONESIA

 

Conflict-Free

Tin

 

PT DS Jaya Abadi

 

INDONESIA

 

Conflict-Free

Tin

 

PT Mitra Stania Prima

 

INDONESIA

 

Conflict-Free

Tin

 

PT Prima Timah Utama

 

INDONESIA

 

Conflict-Free

Tin

 

Soft Metais, Ltda.

 

BRAZIL

 

Conflict-Free

Tin

 

Melt Metais e Ligas S/A

 

BRAZIL

 

Conflict-Free

Tin

 

CNMC (Guangxi) PGMA Co. Ltd.

 

CHINA

 

Not Determined

Tin

 

Huichang Jinshunda Tin Co. Ltd

 

CHINA

 

Not Determined

Tin

 

PT Artha Cipta Langgeng

 

INDONESIA

 

Conflict-Free

Tin

 

CV Serumpun Sebalai

 

INDONESIA

 

Not Determined

Tin

 

CV Gita Pesona

 

INDONESIA

 

Not Determined

Tin

 

CV JusTindo

 

INDONESIA

 

Not Determined

Tin

 

CV Makmur Jaya

 

INDONESIA

 

Not Determined

Tin

 

CV Nurjanah

 

INDONESIA

 

Not Determined

Tin

 

Dowa

 

JAPAN

 

Conflict-Free

Tin

 

PT Karimun Mining

 

INDONESIA

 

Not Determined

Tin

 

PT Panca Mega Persada

 

INDONESIA

 

Conflict-Free

Tin

 

PT Alam Lestari Kencana

 

INDONESIA

 

Not Determined

Tin

 

PT BilliTin Makmur Lestari

 

INDONESIA

 

Not Determined

Tin

 

PT Bangka Kudai Tin

 

INDONESIA

 

Not Determined

Tin

 

PT Bangka Timah Utama Sejahtera

 

INDONESIA

 

Not Determined

Tin

 

PT Timah (Persero), Tbk

 

INDONESIA

 

Conflict-Free

Tin

 

Cooper Santa

 

BRAZIL

 

Conflict-Free

Tin

 

Mineração Taboca S.A.

 

BRAZIL

 

Conflict-Free

Tin

 

White Solder Metalurgia e Mineração Ltda.

 

BRAZIL

 

Conflict-Free

Tin

 

Yunnan Chengfeng Non-ferrous Metals Co.,Ltd.

 

CHINA

 

Not Determined

Tin

 

Gejiu Zi-Li

 

CHINA

 

Not Determined

Tin

 

EM Vinto

 

BOLIVIA

 

Conflict-Free

Tin

 

PT Belitung Industri Sejahtera

 

INDONESIA

 

Conflict-Free

 

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VI.                               Future Due Diligence

 

We will continue to communicate our expectations and information requirements to our direct suppliers. Over time, we anticipate that the amount of information globally on the traceability and sourcing of these ores will increase and improve our knowledge. We will continue to make inquiries to our direct suppliers and undertake additional risk assessments when potentially relevant changes in facts or circumstances are identified. If we become aware of a supplier whose due diligence needs improvement, we intend to continue the trade relationship while that supplier improves its compliance program. We expect our suppliers to take similar measures with their suppliers to ensure alignment throughout the supply chain.

 

In addition to those above, the Company will undertake the following steps during the next compliance period:

 

·                     Continue to collect responses from suppliers using the CMRT.

·                     Monitor and track performance of risk mitigation efforts.

·                     Compare and validate RCOI results to information collected via independent conflict-free smelter validation programs such as the CFSI.

·                     Continue to allow verified conflict-free material from the region to enter our supply chain.

 

VII.                          Independent Private Sector Audit

 

Not required for calendar year 2014.

 

VIII. Forward-Looking Statements

 

This report contains “forward looking statements” as defined by the Private Securities Litigation Reform Act of 1995 regarding Supreme’s plans to take additional actions as set forth in this report, including, but not limited to, under “Future Due Diligence.” Supreme’s reporting obligations under the Dodd-Frank Act may change in the future, and its ability to implement certain processes may differ materially from those anticipated or implied in this report. Supreme undertakes no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement is made.

 

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