sctovi
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Schedule TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
Titan International, Inc.
(Name of Subject
Company (Issuer) and Filing Person (Offeror))
5.25% Senior Convertible Notes due 2009
(Title of Class of
Securities)
88830MAA0
(CUSIP Number of Class of
Securities)
Cheri T. Holley
Vice President, Secretary and General Counsel
Titan International, Inc.
2701 Spruce Street
Quincy, Illinois 62301
(217) 228-6011
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of filing person)
With Copies to:
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Barbara A. Bowman
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Lisa L. Jacobs
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Bodman LLP
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Shearman & Sterling
LLP
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6th Floor at Ford
Field
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599 Lexington Avenue
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1901 St. Antoine
Street
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New York, New York
10022-6069
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Detroit, MI 48226
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(212) 848-4000
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(313) 259-7777
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CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$132,793,668
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$14,209
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(1) |
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Estimated solely for the purpose of determining the registration
fee. The amount assumes the conversion of all outstanding
5.25% Senior Convertible Notes due 2009. |
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(2) |
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The filing fee, calculated in accordance with
Section 13(e)(3) of the Exchange Act is equal to $107.00
for each $1,000,000 of the aggregate Transaction Value, and, as
set forth below, has been offset as provided in
Rule 0-11(a)(2)
by $14,209, representing the registration fees paid under
Section 6(b) of the Securities Act of 1933, as amended,
with respect to this transaction. |
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Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: $14,209
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Filing Party: Titan International,
Inc.
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Form or Registration No.:
Form S-4
(File
No. 333-140121)
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Date Filed: January 19, 2007
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions
to which the statement relates:
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Third-party tender offer subject to
Rule 14d-1.
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Issuer tender offer subject to
Rule 13e-4.
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Going-private transaction subject to
Rule 13e-3.
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Amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
This Issuer Tender Offer Statement on Schedule TO (the
“Schedule TO”) is filed by Titan International,
Inc., an Illinois corporation (the “Company”), and
relates to an offer (the “Conversion Offer”) by the
Company to increase the conversion rate upon the conversion of
any and all of the Company’s 5.25% Senior Convertible Notes
due 2009 (the “Convertible Notes”), into shares of the
Company’s common stock, no par value (the “Common
Stock”), upon the terms and subject to the conditions set
forth in the conversion offer prospectus dated
January , 2007 (the “Conversion Offer
Prospectus”) and the related letter of transmittal. The
Conversion Offer Prospectus and the related letter of
transmittal form parts of the Company’s Registration
Statement on
Form S-4
(File
No. 333-140121),
as filed with the Securities and Exchange Commission (the
“SEC”) on January 19, 2007 (the “Registration
Statement”), relating to the shares of Common Stock to be
issued to holders of Convertible Notes who validly surrender
their Convertible Notes for conversion in the Conversion Offer,
and the Conversion Offer Prospectus and the related letter of
transmittal are incorporated herein by reference to the extent
provided herein.
This Schedule TO is being filed in satisfaction of the
reporting requirements of
Rules 13e-4(b)(1)
and (c)(2) promulgated under the Securities Exchange Act of
1934, as amended. To the extent noted, information set forth in
the Registration Statement is incorporated by reference in
response to Items 1 through 13 of this Schedule TO,
except those items as to which information is specifically
provided herein.
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Item 1.
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Summary
Term Sheet.
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Information is being disclosed to security holders through the
Conversion Offer Prospectus, which is a prospectus meeting the
requirements of Rule 421(d) under the Securities Act of
1933, as amended. A summary term sheet is provided on
pages 8 to 9 of the Conversion Offer Prospectus.
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Item 2.
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Subject
Company Information.
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(a) Name and Address. The name of the
subject company is Titan International, Inc. The address of the
Company’s principal corporate offices is 2701 Spruce
Street, Quincy, Illinois 62301. Its telephone number is
(217) 228-6011.
(b) Securities. The subject class of
securities is the Company’s 5.25% Senior Convertible Notes
due 2009. As of January 18, 2007, $81,200,000 aggregate
principal amount of Convertible Notes was outstanding.
(c) Trading Market and Price. The
information with respect to the Convertible Notes contained in
the section entitled “Market for Our Common Stock and
Convertible Notes” in the Conversion Offer Prospectus is
incorporated herein by reference in response to this item. There
is no established reporting system or trading market for trading
in the Convertible Notes; the Convertible Notes currently are
traded
over-the-counter.
Accordingly, the Dealer Manager has advised us that there is no
practical way to determine the trading history of the
Convertible Notes. We believe that trading in the Convertible
Notes has been limited and sporadic.
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Item 3.
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Identity
and Background of Filing Person.
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(a) Name and Address. The filing person
is the subject company. The information set forth in response to
Item 2(a) above is incorporated herein by reference in
response to this item.
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The following persons are the directors, executive officers and
controlling persons of the Company.
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Name
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Position
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Maurice M. Taylor Jr.
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Chief Executive Officer and
Chairman of the Board of Directors
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Ernest J. Rodia
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Executive Vice President and Chief
Operating Officer
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Kent W. Hackamack
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Vice President of Finance and
Treasurer
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Cheri T. Holley
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Vice President, Secretary, and
General Counsel
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Erwin H. Billig
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Director
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Edward J. Campbell
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Director
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Richard M. Cashin Jr.
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Director
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Albert J. Febbo
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Director
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Mitchell I. Quain
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Director
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Anthony L. Soave
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Director
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The address and telephone number of each director and executive
officer is: c/o Titan International, Inc., 2701 Spruce
Street, Quincy, Illinois 62301,
(217) 228-6011.
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Item 4.
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Terms
of the Transaction.
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(a) Material Terms. The information
contained in the Conversion Offer Prospectus in the sections
entitled “The Conversion Offer” and “Material
U.S. Federal Income Tax Considerations,” and in the
related letter of transmittal, is incorporated herein by
reference in response to this item.
(b) Purchases. The Company does not
believe that any amount of Convertible Notes are owned by any
officer, director or affiliate of the Company and therefore no
securities will be purchased by the Company from any such
persons in the Conversion Offer.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(e) Agreements Involving the Subject Company’s
Securities. The information set forth in the
Conversion Offer Prospectus in the sections entitled “The
Conversion Offer,” “Dealer Manager,”
“Information Agent,” “Conversion Agent,” and
“Interests of Directors and Officers,” and in the
related letter of transmittal, is incorporated herein by
reference in response to this item. The Convertible Notes are
governed by an indenture, dated as of July 26, 2004,
between the Company and U.S. Bank National Association, as
trustee (incorporated herein by reference to Exhibit 10.4.
to the Company’s
Form 10-Q
for the quarterly period ended June 30, 2004
(No. 001-12936)).
The Company’s 8% senior unsecured notes due 2012 are
governed by an indenture, dated as of December 28, 2006,
between the Company and U.S. Bank National Association, as
trustee.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a) Purposes. The information set forth
in the Conversion Offer Prospectus in the sections entitled
“The Conversion Offer — Purpose and Effect”
and “Questions and Answers About the Conversion Offer”
is incorporated herein by reference in response to this item.
(b) Use of Securities
Acquired. Convertible Notes accepted for
conversion in the Conversion Offer will be cancelled.
(c) Plans. The information set forth in
the Conversion Offer Prospectus in the section entitled
“The Conversion Offer” is incorporated herein by
reference in response to this item.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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(a) Source of Funds. The information set
forth in the Conversion Offer Prospectus in the sections
entitled “The Conversion Offer — Terms of the
Conversion Offer” and “Questions and Answers About the
Conversion Offer” is incorporated herein by reference in
response to this item.
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(b) Conditions. The information set forth
in the Conversion Offer Prospectus in the sections entitled
“The Conversion Offer — Terms of the Conversion
Offer” and “The Conversion Offer —
Conditions to the Conversion Offer” is incorporated herein
by reference in response to this item.
(d) Borrowed Funds. The information set
forth in the Conversion Offer Prospectus in the sections
entitled “The Conversion Offer — Terms of the
Conversion Offer” is incorporated herein by reference in
response to this item. The Company is not expecting to borrow,
directly or indirectly, any funds or other consideration
required for the purpose of this transaction.
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Item 8.
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Interest
in the Securities of the Subject Company.
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The information set forth in the Conversion Offer Prospectus in
the section entitled “Interests of Directors and
Officers” is incorporated herein by reference in response
to this item.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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(a) Solicitations or Recommendations. The
information set forth in the Conversion Offer Prospectus in the
sections entitled “Dealer Manager,” “Information
Agent” and “Conversion Agent” is incorporated
herein by reference in response to this item. None of the
Company, the Dealer Manager, the Conversion Agent, the Trustee
or the Information Agent is making any recommendation as to
whether holders of Convertible Notes should convert such notes
in the Conversion Offer.
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Item 10.
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Financial
Statements.
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Financial information incorporated by reference in response to
this Item 10 may be inspected, and copies thereof obtained,
in the manner described in the sections of the Conversion Offer
Prospectus entitled “Incorporation of Certain Documents by
Reference” and “Where You Can Find More
Information,” which sections are incorporated herein by
reference in response to this item.
(a) Financial Information.
(1) Audited financial statements of the Company and related
notes thereto for the years ended December 31, 2004 and
2005, located in the Company’s Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005, as filed with
the SEC on February 24, 2006, are incorporated herein by
reference in response to this item.
(2) Unaudited financial statements of the Company and
related notes thereto for the fiscal quarter ended
September 30, 2006, located in the Company’s Quarterly
Report on
Form 10-Q
for the fiscal quarter ended September 30, 2006, as filed
with the SEC on October 30, 2006, are incorporated herein
by reference in response to this item.
(3) Information on the Company’s ratio of earnings to
combined fixed charges and preferred dividends, set forth in the
Conversion Offer Prospectus in the section entitled “Ratio
of Earnings to Fixed Charges” is incorporated herein by
reference in response to this item.
(4) The Company’s book value per share as of
September 30, 2006 was $9.45 per share.
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Item 11.
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Additional
Information.
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(a) Agreements, Regulatory Requirements and Legal
Proceedings. The information set forth in the
Conversion Offer Prospectus in the sections entitled
“Interests of Directors and Officers” and “The
Conversion Offer — Conditions to the Conversion
Offer” is incorporated herein by reference in response to
this item.
(b) Other Material Information. Not
applicable
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Exhibit
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Number
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Description
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(a)(1)(i)
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Conversion Offer Prospectus, dated
January , 2007 (incorporated herein by
reference to the Registration Statement on
Form S-4
(Registration
No. 333-140121))
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(a)(1)(ii)
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Letter of Transmittal
(incorporated by reference to Exhibit 99.1 to the
Registration Statement on
Form S-4
(Registration
No. 333-140121))
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(a)(1)(iii)
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Form of Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit 99.2 to the
Registration Statement on
Form S-4
(Registration
No. 333-140121))
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(a)(1)(iv)
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Letter to Clients (incorporated by
reference to Exhibit 99.3 to the Registration Statement on
Form S-4
(Registration
No. 333-140121))
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(a)(1)(v)
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Form W-9
and Instructions thereto (incorporated by reference to
Exhibit 99.4 to the Registration Statement on
Form S-4
(Registration
No. 333-140121))
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(a)(1)(vi)
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Press Release, dated
January 22, 2007 (filed pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed pursuant to
Rule 13e-4(c)
under the Securities Exchange Act of 1934)
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(d)(1)
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Form of Dealer Manager Agreement
(incorporated herein by reference to Exhibit 1.1 to the
Registration Statement on
Form S-4
(Registration
No. 333-140121))
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(d)(2)
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Conversion Agent and Information
Agent Agreement, dated January , 2007, by and
between Global Bondholder Services Corporation and Titan
International, Inc. (incorporated by reference to
Exhibit 99.5 to the Registration Statement on
Form S-4
(Registration
No. 333-140121))
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(h)
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Tax Opinion of Bodman LLP
(incorporated herein by reference to Exhibit 8.1 to the
Registration Statement on
Form S-4
(Registration
No. 333-140121))
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Item 13.
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Information
Required by
Schedule 13E-3.
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Not applicable.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
TITAN INTERNATIONAL, INC.
Cheri T. Holley
Vice President, Secretary and General Counsel
Date: January 19, 2007
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