-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O+iQ5ostKY9SBfCdv/hv9aV81hqvViud+a3S2i6p5YrfRh5I8CTHlz80mvqvOzP9 ZspTtPokZRAIJOMcDQtepg== 0000950124-01-503090.txt : 20010903 0000950124-01-503090.hdr.sgml : 20010903 ACCESSION NUMBER: 0000950124-01-503090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010820 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010831 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: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12936 FILM NUMBER: 1729167 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 k64808e8-k.txt CURRENT REPORT DATED 8/20/01 1 ================================================================================ 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: August 20, 2001 TITAN INTERNATIONAL, INC. (Exact name of Registrant as specified in its Charter) ILLINOIS 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) ================================================================================ 2 INFORMATION TO BE INCLUDED IN THIS REPORT Items 1 through 4 and items 6 and 8 are inapplicable and are omitted from this Report. Item 5. OTHER EVENTS Titan International, Inc. amends its multicurrency credit agreement. A copy of the amendment is filed as an Exhibit to this Report. The Company continually reviews its borrowing structure to best match the Company's requirements with market conditions. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits 10 The August 20, 2001, Amendment to Multicurrency Credit Agreement dated September 17, 1998 among the Company, Harris Trust and Savings Bank and the banks named therein 2 3 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 thereunto duly authorized. TITAN INTERNATIONAL, INC. (Registrant) Date: August 31, 2001 By: /s/ Kent W. Hackamack ----------------- -------------------------------- Kent W. Hackamack Vice President of Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer) 3 4 EXHIBIT INDEX Exhibit No. Description 10 The August 20, 2001, Amendment to Multicurrency Credit Agreement dated September 17, 1998 among the Company, Harris Trust and Savings Bank and the banks named therein 4 EX-10 3 k64808ex10.txt AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT 1 EXHIBIT 10 TITAN INTERNATIONAL, INC. TITAN INVESTMENT CORPORATION TITAN CREDIT CORPORATION THIRD AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT Harris Trust and Savings Bank, as Agent 111 West Monroe Street Chicago, Illinois 60603 The Banks party to the Credit Agreement identified and defined below Ladies and Gentlemen: Reference is hereby made to that certain Multicurrency Credit Agreement dated as of September 17, 1998 (as amended, the "Credit Agreement") by and among Titan International, Inc., an Illinois corporation (the "Company"), Titan Investment Corporation, an Illinois corporation ("Titan Investment"), and Titan Credit Corporation, a Nevada corporation ("Titan Credit"; the Company, Titan Investment and Titan Credit being hereinafter referred to collectively as the "Borrowers" and individually as a "Borrower") and each of you (the "Banks") pursuant to which the Banks currently extend credit to the Borrowers. Capitalized terms used herein shall have the same meaning herein as such terms have in the Credit Agreement unless otherwise specified. The Borrowers have requested that the Banks make certain amendments to the Credit Agreement. The Required Banks have agreed to accommodate such requests by the Borrowers on the terms and conditions set forth in this Third Amendment to Multicurrency Credit Agreement (the "Amendment"). SECTION 1. DECREASE IN COMMITMENTS. Upon the execution of this Amendment by the Borrowers, the Agent and the Required Banks, the Commitments for all the Banks shall be reduced to $115,000,000. Accordingly, upon such execution, the amount of each Bank's Commitment set forth opposite its name on its signature page to the Credit Agreement (or, if relevant, on an assignment agreement pursuant to Section 15.12 of the Credit Agreement, as the case may be) shall be supplemented so as to reflect such Bank's Commitment as follows: 2
BANK AMOUNT OF COMMITMENT Harris Trust and Savings Bank $ 16,100,000.00 Bank One, NA $ 13,800,000.00 Bank of America, N.A. (formerly NationsBank, N.A.) $ 13,800,000.00 Comerica Bank $ 16,100,000.00 SunTrust Bank $ 13,800,000.00 ABN AMRO Bank N.V. $ 13,800,000.00 Standard Federal Bank (formerly Michigan National Bank) $ 9,200,000.00 The Bank of New York $ 9,200,000.00 Firstar Bank of Milwaukee, N.A. $ 9,200,000.00 -------------- Total $115,000,000.00 ===============
To further effectuate the foregoing, upon the effectiveness of this Amendment as hereinafter set forth, Section 1.1 of the Credit Agreement shall be and hereby is amended by striking the amount "$175,000,000" wherever appearing therein and substituting therefor the amount "$115,000,000". SECTION 2. AMENDMENTS. Upon the effectiveness of this Amendment as hereinafter set forth, the Credit Agreement shall be and hereby is amended as follows: 2.1. Section 7.1 of the Credit Agreement shall be amended by amending and restating in its entirety the definitions of "EBITDA" and "Termination Date" to read as follows: "EBITDA" means, for any period, EBIT for such period plus all amounts deducted in arriving at such EBIT in respect of all amounts properly charged for depreciation of fixed assets and amortization of intangible assets during such period on the books of the Company and its Subsidiaries plus any amounts deducted in arriving at such EBIT in respect of restructuring charges during such period; provided, however, that the amount of any such add back for restructuring charges shall not exceed 5% of the total assets shown on the quarter-end consolidated balance sheet of the Company and its Subsidiaries in accordance with GAAP immediately prior to giving effect to such charges. "Termination Date" means December 31, 2001 or such earlier date on which the Commitments are terminated in whole pursuant to Sections 4.6, 4.7, 11.2 or 11.3 hereof. -2- 3 2.2. The first sentence of Section 10.13(a) of the Credit Agreement shall be amended by deleting clause (y) thereof in its entirety and inserting in its place the following: (y) the amount of such non-excepted purchases, redemptions and retirements in respect to capital stock (other than any such purchase, redemption or retirement made in connection with the Company's employee stock purchase plans) which are made during the period from and including August 20, 2001 to and including the Termination Date, would exceed $2,000,000 or 2.3. Section 10.13(b) of the Credit Agreement shall be amended by deleting the amount "$125,000,000" appearing therein and inserting in its place the amount "$135,000,000." SECTION 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: (a) The Borrowers, the Agent and the Required Banks shall have accepted this Amendment in the spaces provided for that purpose below. (b) The Guarantors shall have accepted this Amendment in the spaces provided for that purpose below. (c) The Borrowers and the Guarantors shall be in full compliance with the terms of the Loan Documents and no Event of Default or Default shall have occurred or be continuing after giving effect to this Amendment. (d) All other legal matters incident to the execution and delivery hereof contemplated hereby and to the transactions contemplated hereby shall be satisfactory to the Agent, the Required Banks and their respective counsel. (e) The Borrowers shall have paid to each Bank that has executed this Amendment an amendment fee equal to 0.20% of such Bank's Commitment after giving effect to Section 1 of this Amendment. SECTION 4. REPRESENTATIONS REAFFIRMED. In order to induce the Agent and the Required Banks to execute and deliver this Amendment, each Borrower hereby represents to the Agent and the Banks that immediately after giving effect to this Amendment, each of the representations and warranties by such Borrower set forth in Section 8 of the Credit Agreement as amended hereby (except those representations that relate expressly to an earlier date) are and shall be true and correct (except that the representations contained in Section 8.4 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Banks pursuant to Section 10.5 of the Credit -3- 4 Agreement) and that such Borrower and the Subsidiaries are and shall be in full compliance with the terms of the Credit Agreement as so amended and the Loan Documents and that no Event of Default or Default shall be continuing or shall result after giving effect to this Amendment. SECTION 5. MISCELLANEOUS. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be an original but all of which shall constitute one and the same instrument. Except as specifically waived or amended hereby, all of the terms and conditions of the Credit Agreement shall stand and remain unchanged and in full force and effect. No reference to this Amendment need be made in any note, instrument or other document making reference to the Credit Agreement, any reference to the Credit Agreement in any such note, instrument or other document (including, without limitation, the Loan Documents) to be deemed to be a reference to the Credit Agreement as amended hereby. The Borrowers agree to pay on demand all reasonable costs and expenses of or incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel for the Agent. THIS INSTRUMENT SHALL BE CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS). [SIGNATURE PAGES TO FOLLOW] -4- 5 IN WITNESS WHEREOF, the Borrowers, the Guarantors and the Required Banks have executed and delivered this Amendment as of the day and year below written. Dated as of this 20th day of August, 2001. TITAN INTERNATIONAL, INC. By /s/ Maurice M. Taylor, Jr. ------------------------------------- Title President --------------------------------- TITAN INVESTMENT CORPORATION By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- TITAN CREDIT CORPORATION By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- -5- 6 Each of the undersigned consents to the above Amendment and acknowledges and agrees that all of its obligations under Section 14 of the Credit Agreement and under each relevant Guarantee Agreement dated as of September 17, 1998 (collectively, the "Guaranty") remain in full force and effect for the benefit and security of, among other things, the Credit Agreement as modified hereby. Each of the undersigned further acknowledges and agrees that all references in the Guaranty to the Credit Agreement shall be deemed a reference to the Credit Agreement as amended hereby. Each of the undersigned agrees to execute and deliver any and all instruments or documents as may be required by the Agent or the Required Banks to confirm any of the foregoing. Each of the undersigned agrees that its consent to this Amendment is not required and that its consent to any further amendments of the Credit Agreement shall not be required as a result of this consent having been obtained. TITAN DISTRIBUTION, INC. By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- TITAN WHEEL CORPORATION OF ILLINOIS By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- TITAN WHEEL CORPORATION OF IOWA By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- TITAN WHEEL CORPORATION OF VIRGINIA By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- TITAN TIRE CORPORATION By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- -6- 7 AUTOMOTIVE WHEELS, INC. By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- DYNEER CORPORATION By /s/ Kent W. Hackamack --------------------------------------- Title Treasurer --------------------------------- -7- 8 Accepted and agreed to. HARRIS TRUST AND SAVINGS BANK, in its individual capacity as a Bank and as Agent By /s/ Mark W. Piekos -------------------------------------- Title Vice President --------------------------------- BANK ONE, NA (formerly known as The First National Bank of Chicago) By /s/ Kevin L.Gillen -------------------------------------- Title Vice President --------------------------------- BANK OF AMERICA, N.A. (formerly known as NationsBank, N.A.) By /s/ Steven Ahrenholz -------------------------------------- Title Principal --------------------------------- -8- 9 COMERICA BANK By /s/ Neran Shaya ------------------------------------- Title Vice President --------------------------------- SUNTRUST BANK By /s/ Linda L.Dash -------------------------------------- Title Vice President --------------------------------- ABN AMRO BANK N.V. By /s/ Judith M. Bresnen -------------------------------------- Title Group Vice President --------------------------------- By /s/ W. P. Fischer -------------------------------------- Title Senior Vice President -------------------------------- -9- 10 STANDARD FEDERAL BANK (formerly known as Michigan National Bank) By /s/ David J. Bartlett -------------------------------------- Title First Vice President --------------------------------- THE BANK OF NEW YORK By /s/ Stephen C. Brennan -------------------------------------- Title Vice President --------------------------------- FIRSTAR BANK OF MILWAUKEE, N.A. By /s/ Matthew J. Schulz -------------------------------------- Title Assistant Vice President --------------------------------- -10- -----END PRIVACY-ENHANCED MESSAGE-----