0001127602-19-029213.txt : 20190930 0001127602-19-029213.hdr.sgml : 20190930 20190930114009 ACCESSION NUMBER: 0001127602-19-029213 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: GOUIN JAMES C CENTRAL INDEX KEY: 0001258325 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34903 FILM NUMBER: 191124935 MAIL ADDRESS: STREET 1: TOWER INTERNATIONAL, INC. STREET 2: 17672 LAUREL PARK DRIVE N., SUITE 400E CITY: LIVONIA STATE: MI ZIP: 48152 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 0001258325 GOUIN JAMES C C/O TOWER INTERNATIONAL, INC. 17672 LAUREL PARK DR. NORTH, SUITE 400E LIVONIA MI 48152 1 CEO and President Common Stock, Par Value $0.01 Per Share 2019-09-30 4 U 0 144237 D 0 D Stock Options (Right to Purchase) 13.00 2019-09-30 4 D 0 9396 D Common Stock, Par Value $0.01 Per Share 9396 0 D Stock Options (Right to Purchase) 11.71 2019-09-30 4 D 0 27422 D Common Stock, Par Value $0.01 Per Share 27422 0 D Restricted Stock Units 2019-09-30 4 D 0 7382.57 D Common Stock, Par Value $0.01 Per Share 7382.57 0 D Restricted Stock Units 2019-09-30 4 D 0 38971.97 D Common Stock, Par Value $0.01 Per Share 38971.97 0 D Restricted Stock Units 2019-09-30 4 D 0 59609.79 D Common Stock, Par Value $0.01 Per Share 59609.79 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. Pursuant to the Merger Agreement, each option award in respect to Shares outstanding immediately prior to the consummation of the Offer (each, an "Option"), whether vested or unvested, automatically became fully vested and was cancelled as of immediately prior to, and contingent upon, the consummation of the Offer in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, net of applicable tax withholdings, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option, net of applicable tax withholding, multiplied by (ii) the excess of (x) $31.00 over (y) the exercise price payable in respect of each Share issuable under such Option. 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