0000899751-16-000112.txt : 20160322 0000899751-16-000112.hdr.sgml : 20160322 20160321180206 ACCESSION NUMBER: 0000899751-16-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160321 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160322 DATE AS OF CHANGE: 20160321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TITAN INTERNATIONAL INC CENTRAL INDEX KEY: 0000899751 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 363228472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12936 FILM NUMBER: 161519571 BUSINESS ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172286011 MAIL ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 FORMER COMPANY: FORMER CONFORMED NAME: TITAN WHEEL INTERNATIONAL INC DATE OF NAME CHANGE: 19930403 8-K 1 a032116form8k.htm 8-K 8-K




    
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 21, 2016

TITAN INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)


Delaware
1-12936
36-3228472
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301
(Address of principal executive offices, including Zip Code)

(217) 228-6011
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







INFORMATION TO BE INCLUDED IN THIS REPORT

Item 8.01 - OTHER EVENTS

On March 21, 2016, Titan International, Inc. issued a press release announcing that it has received a proposal to purchase its subsidiary Italtractor ITM S.p.A. A copy of the press release is furnished herewith as Exhibit 99.


Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits
99
Press release dated March 21, 2016, announcing received proposal to purchase Italtractor ITM S.p.A., a subsidiary of Titan International, Inc.







    

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 undersigned hereunto duly authorized.




 
TITAN INTERNATIONAL, INC.
 
(Registrant)

Date:
March 21, 2016
By:
/s/ JOHN HRUDICKA
 
 
 
John Hrudicka
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 
 
 







EXHIBIT INDEX


Exhibit No.
Description
 
 
99
Press release dated March 21, 2016, announcing received proposal to purchase Italtractor ITM S.p.A., a subsidiary of Titan International, Inc.



EX-99 2 pressrelease032116ex99.htm EXHIBIT 99 Exhibit



Exhibit 99
TITAN INTERNATIONAL, INC. ANNOUNCES THAT IT HAS RECEIVED A PROPOSAL
TO PURCHASE ITS SUBSIDIARY ITALTRACTOR ITM S.p.A.

QUINCY, Ill--Titan International, Inc. (NYSE: TWI)
March 31, 2016

Contact: Todd Shoot, IR contact
todd.shoot@titan-intl.com; 217-221-4416


Titan International, Inc. (the “Company”) has received a non-binding letter of interest (the “Proposal”) that includes a nine-figure purchase price to acquire Italtractor ITM S.p.A. (“ITM”), one of the Company’s subsidiaries that designs and produces steel track and undercarriages for the construction, mining and agricultural markets. The Proposal is subject to and is predicated upon all necessary due diligence, and in this connection the Company has given the potential purchaser identified in the Proposal information concerning ITM. The Company had previously expressed its receptiveness to entertaining offers for the sale of ITM at this price level.

The Company has formed a special committee, which is comprised of independent members of the Board of Directors, to review and analyze the issues relating to a possible sale of ITM and engage in discussions with third parties, including with respect to the Proposal, and, to the extent appropriate, negotiate or supervise the negotiation of the final terms of any transaction and any agreements necessary to give it effect. Mr. Gary Cowger is the chairman of the committee, which is also comprised of Mr. Albert Febbo, Mr. Peter McNitt and Mr. Anthony Soave. The committee intends to engage a financial advisor to assist it in carrying out its responsibilities.

The Company cannot predict whether or when any sale or other transaction involving ITM would or would not occur.

Safe harbor statement:

Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “would,” “could,” “outlook,” “potential,” “may,” “will” and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to risk factors as detailed in Titan International, Inc.’s periodic filings with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2015. The Company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties and the Company undertakes no obligation to publicly update or revise any forward-looking statements.

Company description:

Titan International Inc. (NYSE: TWI), a holding company, owns subsidiaries that supply wheels, tires, assemblies and undercarriage products for off-highway equipment used in agricultural, earthmoving/construction and consumer applications.