SC 14D9/A

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. 2)

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. 2 to Schedule 14D-9 (“Amendment No. 2”) 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. 2 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)(14)	Acquisition Update distributed to Supreme’s employees on August 31, 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: August 31, 2017

EX-99.(A)(14)

Exhibit (a)(14)

From the desk of: Mark D. Weber President & Chief Executive Officer

To:	Supreme Employees
Date:	August 31, 2017
Subject:	Acquisition Update

Supreme Employees,

It’s been a busy three weeks since we announced an agreement to be acquired by Wabash National Corporation. I want to tell you more about what I know about Wabash, and update you on the progress we’re making.

After our announcement earlier this month, I expect many of you Googled Wabash National to learn about the company. I’ll stick to the highlights:

· Wabash National is the largest semi-trailer manufacturer in North America, and second largest in the world.

· They entered the Final Mile space in 2015 with Class 8 dry and refrigerated truck bodies.

· They are a diversified company with plans to continue growing in new markets and new geographies. Their product portfolio includes dry freight and refrigerated trailers, platform trailers, bulk tank trailers, dry and refrigerated truck bodies, truck-mounted tanks, intermodal equipment, aircraft refueling equipment, structural composite panels and products, trailer aerodynamic solutions, and specialty food grade and pharmaceutical equipment.

· Based in Lafayette, Indiana (about 2.5 hours southwest of Goshen).

· 13 manufacturing facilities in the United States, Mexico and the United Kingdom.

· Workforce of approximately 6,000 associates.

· A heritage very similar to our own: a group of 20+ associates started the company in 1985 with the goal of making semi-trailers better—and different—than anyone else.

· They were recently named a “50 Best U.S. Manufacturer” by Industry Week for the third consecutive year, and fifth year overall.

Over the next month, I will tell you more about why this acquisition makes sense for Supreme. Today I want to focus on the most important aspect of any acquisition: people.

The leadership team sat down with some of Wabash National’s management team a few weeks ago. They were warm and welcoming. We’re all excited about the future for Supreme, but we recognize an acquisition creates anxiety and stress.

One thing I know for sure: Wabash is counting on our knowledge and decades of experience to grow Supreme’s business. By combining our companies, Wabash will benefit from our knowledge and strong customer relationships in the truck body market, and we will benefit from their expertise in lean manufacturing and advanced composite technologies. Although any acquisition brings change, we view this as a win-win for both of our companies.

We are in the process of working with our counterparts on Wabash National’s Integration Team so, together, we can optimize the integration of our business. Until the deal closes, it’s important that Supreme employees not reach out to Wabash without approval. All contact with Wabash must route through me and the leadership team at this time.

I can’t say this enough: we must continue to run business as usual. An acquisition adds a lot of distraction. As we move forward with Wabash’s Integration Team, it’s imperative that we all stay focused on our goals and committed to what we do best at Supreme: meeting customer expectations, all day, every day.

Thank you for your support, patience and flexibility throughout this process.

Regards,

Mark D. Weber

President and Chief Executive Officer