0001127602-19-029205.txt : 20190930 0001127602-19-029205.hdr.sgml : 20190930 20190930112024 ACCESSION NUMBER: 0001127602-19-029205 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20190930 DATE AS OF CHANGE: 20190930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN THOMAS K CENTRAL INDEX KEY: 0001190838 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34903 FILM NUMBER: 191124844 MAIL ADDRESS: STREET 1: FORD MOTOR COMPANY STREET 2: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tower International, Inc. CENTRAL INDEX KEY: 0001485469 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 208879584 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17672 LAUREL PARK DRIVE NORTH STREET 2: SUITE 400E CITY: LIVONIA STATE: MI ZIP: 48152 BUSINESS PHONE: 248-675-6000 MAIL ADDRESS: STREET 1: 17672 LAUREL PARK DRIVE NORTH STREET 2: SUITE 400E CITY: LIVONIA STATE: MI ZIP: 48152 FORMER COMPANY: FORMER CONFORMED NAME: Tower Automotive, LLC DATE OF NAME CHANGE: 20100225 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-09-30 1 0001485469 Tower International, Inc. TOWR 0001190838 BROWN THOMAS K C/O TOWER INTERNATIONAL, INC. 17672 LAUREL PARK DR. NORTH, SUITE 400E LIVONIA MI 48152 1 Common Stock, Par Value $0.01 Per Share 2019-09-30 4 U 0 6390 D 0 D Restricted Stock Units 2019-09-30 4 D 0 3922.6 D Common Stock, Par Value $0.01 Per Share 3922.6 0 D Restricted Stock Units 2019-09-30 4 D 0 4081.7 D Common Stock, Par Value $0.01 Per Share 4081.7 0 D Restricted Stock Units 2019-09-30 4 D 0 4553.75 D Common Stock, Par Value $0.01 Per Share 4553.75 0 D Restricted Stock Units 2019-09-30 4 D 0 3691.27 D Common Stock, Par Value $0.01 Per Share 3691.27 0 D Restricted Stock Units 2019-09-30 4 D 0 2881.4 D Common Stock, Par Value $0.01 Per Share 2881.4 0 D Restricted Stock Units 2019-09-30 4 D 0 7210.25 D Common Stock, Par Value $0.01 Per Share 7210.25 0 D Restricted Stock Units 2019-09-30 4 D 0 7748.81 D Common Stock, Par Value $0.01 Per Share 7748.81 0 D Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, by and among Tower International, Inc., a Delaware corporation (the "Company"), Autokiniton US Holdings, Inc., a Delaware corporation ("Parent"), and Tiger Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as a direct wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and the terms of the Offer to Purchase, dated August 15, 2019, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was converted into the right to receive $31.00 in cash, net of applicable tax withholding, without interest. Each restricted stock unit ("RSU") represents a contingent right to receive one Share. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $31.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was cancelled and converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $31.00 for each Share underlying the RSU, net of applicable tax withholdings. /s/ Nanette Dudek, Attorney-in-Fact 2019-09-30