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