pre14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Titan International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration number, or the Form or Schedule and the date of its filing. |
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Date Filed: |
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Titan International, Inc.
2701 Spruce Street Quincy, Illinois 62301
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Meeting Date: , 2008
To Titan Stockholders:
A Special Meeting of Stockholders (the Special Meeting) of Titan International, Inc., an Illinois
corporation (Titan or the Company), is to be held on , , 2008, at :00 a.m.
Eastern Daylight Savings Time, at , to consider and act upon the following
matters:
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To approve the issuance of up to 9,000,000 shares of the Companys Common Stock in
connection with a proposed offer to purchase up to all of the outstanding ordinary shares
of 40p each of Titan Europe Plc; and |
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To transact such other business as may properly come before the Special Meeting or any
adjournments or postponements thereof. |
The Companys board of directors has fixed the record date to be the close of business on
, 2008. Only those stockholders whose names appear of record at the Companys close of
business on , 2008, as holders
of record of the Company common stock, are entitled to receive notice of and to vote at the Special
Meeting or any adjournments thereof.
All stockholders are invited to attend the Special Meeting. Stockholders can help the Company
avoid unnecessary costs and delay by completing and promptly returning the enclosed proxy card.
Alternatively, you may authorize a proxy by using telephone or Internet options as instructed on
the proxy card. If you vote by telephone or Internet, you do not need to mail back your proxy
card. The presence, in person or by properly executed proxy, of the majority of common stock
outstanding on the record date is necessary to constitute a quorum at the Special Meeting.
Meeting Attendance: Please note that if you are attending the Special Meeting, proof of Titan
common stock ownership as of the record date must be presented, in addition to valid photo
identification.
Please Vote: Every stockholders vote is important. Whether or not you intend to be present at
the Special Meeting, please complete, sign, date and return the enclosed proxy card in the enclosed
return envelope, which requires no postage if mailed in the United States. Telephone and Internet
voting are also offered.
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By Order of the Board of Directors,
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/s/ CHERI T. HOLLEY
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Quincy, Illinois |
Cheri T. Holley |
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, 2008 |
Secretary |
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TABLE OF CONTENTS
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Table of Contents
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TITAN INTERNATIONAL, INC.
Meeting Date: , 2008
GENERAL MATTERS
This Proxy Statement is being furnished to the stockholders of Titan International, Inc. (Titan
or the Company) in connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the Special Meeting of Stockholders (the Special Meeting) to
be held on , 2008, at the time and place and for the purposes set forth in the accompanying
Notice of Special Meeting, and at any adjournment or postponement of that meeting. This Proxy
Statement and accompanying form of proxy will be first mailed to stockholders on or about ,
2008.
VOTING PROCEDURES
Qualifications to Vote
Holders of shares of common stock of the Company (Common Stock) at the close of business on
, 2008, (the Record Date) will be entitled to receive notice of and vote at the Special
Meeting.
Shares Entitled to Vote
On the Record Date of , 2008, there were shares of the Companys Common Stock
outstanding which will be entitled to vote at the Special Meeting.
Votes per Share
Holders of the Companys Common Stock (the Common Stockholders) are entitled to one vote per
share of Common Stock they held of record on the Record Date on each matter that may properly come
before the Special Meeting.
Time and Place
The Special Meeting of Stockholders of Titan International, Inc., an Illinois corporation, will be
held on , , 2008, at ___:00 a.m. Eastern Daylight Savings Time, at .
Meeting Attendance
Please note that if you are attending the Special Meeting, proof of Titan common stock ownership as
of the Record Date of , 2008, must be presented, in addition to valid photo
identification.
Proposals Requiring Vote
To consider and act upon the following matter:
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Proposal #1: To approve the issuance of up to 9,000,000 shares of the Companys Common
Stock in connection with a proposed offer to purchase up to all of the outstanding ordinary
shares of 40p each of Titan Europe Plc (Titan Europe); |
and such other business as may properly come before the Special Meeting of Stockholders or any
adjournments or postponements thereof.
1
Voting by Proxy
Stockholders are asked to complete and promptly return the enclosed proxy card by mail or authorize
a proxy by using telephone or Internet options as instructed on the proxy card. If you vote by
telephone or Internet, you do not need to mail back your proxy card.
Recommendations by Board of Directors
The Board of Directors unanimously recommends that you vote FOR the following proposal:
Proposal #1: To approve the issuance of up to 9,000,000 shares of the Companys Common Stock in
connection with a proposed offer to purchase up to all of the outstanding ordinary shares of 40p
each Titan Europe.
Quorum
Common Stockholders of record on the Record Date are entitled to cast their votes in person or by
properly executed proxy at the Special Meeting. The presence, in person or by properly executed
proxy, of the Common Stockholders holding a majority of the Common Stock outstanding on the Record
Date is necessary to constitute a quorum at the Special Meeting. Abstentions and broker
non-votes (in cases when a broker has delivered a proxy that does not have authority to vote on
the proposal in question) are counted as present in determining whether or not there is a quorum.
If a quorum is not present at the time the Special Meeting is convened, the Company may adjourn or
postpone the Special Meeting.
Procedures
All Common Stock represented at the Special Meeting by properly executed proxies received prior to
or at the Special Meeting and not properly revoked will be voted at the Special Meeting in
accordance with the instructions indicated in such proxies. If no instructions are indicated, such
proxies will be voted FOR Proposal #1, and persons designated as proxies will vote with
their best judgment on such other business as may properly come before the Special Meeting. The
Board of Directors does not know of any matters that will come before the Special Meeting other
than that described in the Notice of Special Meeting attached to this Proxy Statement.
Vote Required to Approve Proposal
Proposal #1: The votes of Common Stockholders holding a majority of the shares of Common Stock
present in person or represented by proxy at the Special Meeting is required for the approval of
the issuance of up to 9,000,000 shares of the Companys Common Stock in connection with a proposed
offer to purchase up to all of the outstanding ordinary shares of 40p each Titan Europe.
Abstentions are counted in the number of shares present in person or represented by proxy for
purposes of determining whether a proposal has been approved, and so are equivalent to votes
against a proposal (other than the election of directors). Broker non-votes will have no impact on
the outcome of any of the matters to be considered at the Special Meeting.
Revoking a Proxy
Any proxy given pursuant to this solicitation may be revoked at any time before it is voted. Common
Stockholders may revoke a proxy at any time prior to its exercise by filing with the Secretary of
the Company a duly executed revocation and proxy bearing a later date or by voting in person by
written ballot at the Special Meeting. Attendance at the Special Meeting will not of itself
constitute revocation of a proxy. Any written notice revoking a proxy should be sent to: Cheri T.
Holley, Secretary of Titan International, Inc., 2701 Spruce Street, Quincy, Illinois 62301.
Cost of Proxy Solicitation
The costs of solicitation of proxies will be borne by the Company. It is contemplated that
brokerage houses, custodians, nominees and fiduciaries will be requested to forward the soliciting
material to the beneficial owners of the Companys Common Stock held of record by such persons, and
will be reimbursed by the Company for reasonable expenses incurred therewith.
Companys Transfer Agent
The Companys transfer agent is LaSalle Bank, N.A., P.O. Box 3319, South Hackensack, NJ 07606-1919,
their telephone number is (888) 606-3971.
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Vote Tabulation
The Companys stock transfer agent, LaSalle Bank, N.A. will judge the voting and be responsible for
determining whether or not a quorum is present and tabulate votes cast by proxy or in person at the
Special Meeting.
Voting Results
The Company will announce preliminary voting results at the Special Meeting and publish final
results in our quarterly report on Form 10-Q for the quarter of 2008 or in an earlier
filed Form 8-K.
Please Vote
Every stockholders vote is important. Whether or not you intend to be present at the Special
Meeting, please complete, sign, date and return the enclosed proxy card in the enclosed return
envelope, which requires no postage if mailed in the United States. Telephone and Internet voting
are also offered.
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ü PROPOSAL #1 - |
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To approve the issuance of up to 9,000,000 shares
of the Companys Common Stock in connection with a proposed offer to
purchase up to all of the outstanding ordinary shares of 40p each of Titan
Europe Plc |
The Board of Directors recommends that stockholders vote FOR the approval of the issuance
of up to 9,000,000 shares of the Companys Common Stock in connection with a proposed offer to
purchase up to all of the outstanding ordinary shares of 40p each of Titan Europe Plc.
General
The Board of Directors seeks stockholder approval of the issuance of up to 9,000,000 shares of the
Companys Common Stock (the Shares) in connection with a proposed offer to purchase up to all of
the outstanding ordinary shares of 40p each of Titan Europe. See Titan Europe and The Proposed
Offer below. Stockholder approval of the issuance Shares is required under Rule 312.03(c)(1) and
(2) of the New York Stock Exchange (NYSE). That Rule states that shareholder approval is a
prerequisite if upon the issuance (1) the common stock has, or will have upon issuance, voting
power equal to or in excess of 20 percent of the voting power outstanding before the issuance of
such stock; or (2) the number of shares of common stock to be issued is, or will be upon issuance,
equal to or in excess of 20 percent of the number of shares of common stock outstanding before the
issuance of the common stock. The Company intends that the Shares, if and when issued, will be
registered under the Securities Act of 1933, as amended and listed on the NYSE.
The Companys Common Stock
The Companys authorized capital stock consists of 60,000,000 shares of Common Stock, without par
value, and 4,000,000 shares of preferred stock, without par value. As of , 2008,
shares of Common Stock were outstanding. No shares of preferred stock are issued and
outstanding.
The following description of the Companys Common Stock and certain provisions of its articles of
incorporation is a summary. The description below is qualified in its entirety by the provisions
of the Companys articles of incorporation, which have been filed as an exhibit to its Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998, and the provisions of its bylaws and
the applicable provisions of the Illinois Business Corporation Act. For information on how to
obtain copies of the Companys articles of incorporation and bylaws, see Where You Can Find More
Information.
The issued and outstanding shares of the Companys Common Stock are validly issued, fully paid, and
nonassessable. Holders of shares of the Companys outstanding Common Stock are entitled to receive
dividends if the Board of Directors decides to declare any dividends. The Companys Common Stock
is neither redeemable nor convertible, and there are no preemptive rights. Upon the Companys
liquidation, dissolution, or winding up, holders of shares of its Common Stock are entitled to
receive, pro rata, the Companys assets that are legally available for distribution, after payment
of all debts and other liabilities. Each outstanding share of Common Stock is entitled to one vote
on all matters submitted to a vote of stockholders. The Companys articles of incorporation do not
allow for cumulative voting in the election of directors.
The rights of the holders of the Companys Common Stock are subject to, and may be adversely
affected by, the rights of holders of shares of any preferred stock that the Company may designate
and issue in the future.
The Companys bylaws provide that special meetings of its stockholders may be called only by its
Chairman of the Board, President, Board of Directors or by the holders of not less than one-fifth
of all the outstanding shares entitled to vote on the matter for which the meeting is being called
or the purpose or purposes stated in the meeting notice.
The authorized but unissued shares of Common Stock and preferred stock are available for future
issuance without stockholder approval (except as may be required by applicable law or the rules of
the NYSE). These additional
4
shares may be utilized for a variety of corporate purposes, including future public offerings to
raise additional capital, corporate acquisitions and employee benefit plans.
The Companys Common Stock is traded on the NYSE under the symbol TWI. The closing price for the
Companys Common Stock was $ ___on ___, 2008, the last trading day before the date of this
proxy statement.
Titan Europe
General
The information regarding Titan Europe contained in this proxy statement has been derived by the
Company from information which is publicly available, and has not been provided by Titan Europe.
Titan Europe has not reviewed or approved this proxy statement.
Titan Europe is registered in England with Registered No. 301 8340. The ordinary shares of 40p each
of Titan Europe are admitted to trading on the AIM market of the London Stock Exchange under the
symbol TSW. The closing price for Titan Europes ordinary shares was ___pence (approximately
US$___) on ___, 2008, the last trading day before the date of this proxy statement.
Titan Europe and its subsidiaries (the Titan Europe Group) is an international group of companies
manufacturing wheels, undercarriage components and assemblies for tracked and wheeled off-road
vehicles. This includes machines for the agricultural, construction and mining industries. The
Titan Europe Group also supplies wet brake systems for the agricultural industry, and distributes
tires, and wheel and tire assemblies providing a logistical service to major agricultural and
construction original equipment manufacturers.
The facilities for manufacturing wheels are based in Italy, France, Germany, Australia and the
U.K., and include a 35.9% shareholding in Wheels India, an Indian wheel manufacturer quoted on the
National Stock Exchange of India Limited.
Crawlers and undercarriage components are manufactured in the USA, Brazil, Spain, Italy, Germany
and China and sold under the well known brand names ITM, Â Pyrsa and Shark.
Relationship of Titan Europe to the Company
The Company owned 100% of Titan Europe prior to April 2004 (through Titan Luxembourg Sarl, a
wholly-owned subsidiary of the Company). In April 2004, a majority of Titan Europe was sold to the
public on the AIM market in London, England. Currently, the Company owns 14,306,624 ordinary
shares or 17.3 percent of the outstanding ordinary shares of Titan Europe.
Maurice M. Taylor Jr., the Chairman and Chief Executive Officer of the Company, is the
Non-Executive Chairman of Titan Europe and a member of its Board of Directors. Mr. Taylor is also
the Chairman of the remuneration and nomination committees of Titan Europes Board of Directors and
a member of its audit committee.
J. Michael A. Akers, a member of the Board of Directors of the Company, is the Chief Executive of
Titan Europe and a member of its Board of Directors.
Erwin H. Billig, a member of the Board of Directors of the Company, is a Non-Executive Director of
Titan Europe. He is a member of the audit, remuneration and nomination committees of Titan
Europes Board of Directors.
Due to the
relationship of Mr. Taylor, Mr. Akers, and Mr. Billig, to both the
Company and Titan Europe, they are not considered independent
directors.
Titan Europe Information
Titan Europes website address is http://www.titaneurope.com. Reports on Titan Europe may be
accessed on this website, including Titan Europes unaudited preliminary results for the year ended
December 31, 2007. Information contained on Titan Europes website shall not be deemed to be
incorporated herein by reference.
5
The Proposed Offer
Reasons for the Proposed Offer
The Company wishes, subject to the conditions referenced below, to make a tender offer to acquire up to all of the outstanding shares of Titan
Europe (the Proposed Offer), subject to the conditions described below in Conditions to Proposed
Offer. The Company believes that there is compelling logic in the acquisition of Titan Europe.
In the approximately four years since its spin-off from the Company, Titan Europe has more than
doubled in size and has established itself as a global supplier to the construction, mining,
earth moving and agricultural sectors. The Company believes that there is a strong complementary
fit between Titan International, Inc. and Titan Europe Plc and that they could achieve greater
revenue growth and increased profitability than on a standalone basis. This would give Titan
International, Inc. a worldwide distribution network for its Giant off-the-road (OTR) tire and
wheel products.
How the Proposed Offer May Be Made
Before the Proposed Offer may be made, the Companys stockholders need to approve the issuance of
up to 9,000,000 shares of the Companys Common Stock to acquire Titan Europe. If the Companys
stockholders approve this issuance, then the Company may proceed with the Proposed Offer. In general, this would require a letter to be written to the Board of Directors of Titan Europe
from the Chairman and CEO of the Company. The letter offer would state that the Company would
trade one (1) share of the Companys Common Stock for a
minimum of eight (8) ordinary shares of 40p each of
Titan Europe, as determined by the Companys Board of Directors at the time of the making of the
offer. If the Board of Directors of Titan Europe recommends the Proposed Offer to its
shareholders, then under the Code, the Company would make a public offer and make certain filings
pursuant to the Code. These filings would then start certain time limits for the offer to be
accepted by Titan Europes shareholders. If the Proposed Offer receives the approval of
shareholders of Titan Europe holding at least 51 percent of its ordinary shares, then the offer
will go through if all other conditions are met. The Proposed Offer would be made pursuant to the (London) City Code on Takeovers and Mergers (Code).
Conditions to Proposed Offer
The making of the Proposed Offer will be subject to a determination by the Companys Board of
Directors, after consideration of all material facts, that at such time, the Proposed Offer will be
advisable, fair to, and in the best interests of the Company and its stockholders. There would be
other pre-conditions, including due diligence; the unanimous recommendation of the Board of
Directors of Titan Europe to its shareholders; written confirmation that the consummation of the
offer would not invoke the change of control provision under Titan Europes credit facility;
approval of shareholders of Titan Europe holding at least 51 percent of its ordinary shares, and
receipt of all required regulatory approvals. The approval of the Companys lenders is also
required under the terms of the Companys $250 million revolving credit facility dated July 23,
2004, as amended, with agent LaSalle Bank National Association (a Bank of America company). There
can be no assurance that these conditions will be met and that the Proposed Offer will be made, or
that it will be successful if made. The Company may waive a
pre-condition as long as it does not violate a government regulation,
existing contract or other requirement under the law.
Stockholder Approval
The Board of Directors of the Company seeks stockholder approval of the issuance of the Shares in
connection with the Proposed Offer. The approval of the Proposed Offer by the Companys
stockholders is not required by any laws, rules or regulations applicable to the Company or by its
articles of incorporation or bylaws, and will not be sought.
Appraisal Rights and Further Stockholder Approval
If the Companys Board of Directors determines that it will proceed with the Proposed Offer and the
Companys stockholders approve the issuance of the Shares, the Companys stockholders will not have
any dissenters rights of appraisal or similar rights of appraisal, and no further authorization of
the Companys stockholders will be required to approve the issuance of the Shares or the
transaction.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of the Companys
common stock as of March 14, 2008, by (i) each person who is known by the Company to own
beneficially more than 5% of the Companys common stock, (ii) each director and nominee for
director, (iii) each of the named executive officers, and (iv) all directors and executive officers
as a group.
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Shares Beneficially Owned |
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Name and Address of Beneficial Owner |
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Dawson Herman Capital Management Inc. |
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2,923,800 |
(b) |
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10.7 |
% |
354 Pequot Avenue
Southport, CT 06890 |
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Luxor Capital Group, LP |
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1,886,331 |
(c) |
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6.9 |
% |
767 Fifth Avenue, 19th Floor
New York, NY 10153 |
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Citadel Investment Group LLC |
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1,560,251 |
(d) |
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5.7 |
% |
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603 |
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Cheyne Capital Management (UK) LLP |
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1,500,000 |
(c) |
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5.5 |
% |
Stornoway House, 13 Cleveland Row,
London, England SW1A 3DH |
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Named Executive Officers & Directors |
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Anthony L. Soave |
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715,500 |
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2.6 |
% |
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Maurice M. Taylor Jr. |
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624,122 |
(e) |
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2.3 |
% |
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Richard M. Cashin Jr. |
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365,429 |
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1.3 |
% |
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Mitchell I. Quain |
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154,800 |
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* |
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Albert J. Febbo |
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46,000 |
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* |
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Kent W. Hackamack |
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45,000 |
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* |
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Erwin H. Billig |
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43,000 |
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* |
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Ernest J. Rodia |
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250 |
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* |
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J. Michael A. Akers |
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0 |
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* |
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Cheri T. Holley |
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0 |
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* |
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All named executive officers & directors as a group (ten persons) |
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1,994,101 |
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7.1 |
% |
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Less than one percent. |
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(a) |
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Except for voting powers held jointly with a persons spouse, represents sole voting and
investment power unless otherwise indicated. Includes unissued shares subject to options
exercisable within 60 days after December 31, 2007, as follows: Mr. Taylor, 251,630 shares;
Mr. Quain, 46,000 shares; Mr. Soave, 46,000 shares; Mr. Cashin, 37,000 shares; Mr. Hackamack,
35,000 shares; Mr. Febbo, 28,000 shares; Mr. Billig, 27,000 shares; all named executive
officers and directors as a group, 470,630 shares. |
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(b) |
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Based on information contained in a Schedule 13F filed with the Securities and Exchange
Commission on February 14, 2008. |
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(c) |
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Based on information contained in a Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2008. |
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(d) |
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Based on information contained in a Schedule 13G filed with the Securities and Exchange
Commission on January 18, 2008. |
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Includes 208,476 shares held jointly by Mr. Taylor and his wife as to which they share voting
and dispositive power. Also includes 164,016 shares held by Mr. Taylor as to which he has
sole voting and dispositive power. |
OTHER BUSINESS
The Board of Directors does not intend to present at the Special Meeting any business other than
the items stated in the Notice of Special Meeting of Stockholders and does not know of any
matters to be brought before the Special Meeting other than that referred to above. If, however,
any other matters properly come before the Special Meeting requiring a stockholder vote, the
persons designated as proxies will vote on each such matter in accordance with their best
judgment.
7
STOCKHOLDER PROPOSALS
Any proposal to be presented at the 2009 Annual Meeting of Stockholders must be received at the
principal executive offices of the Company no later than December 1, 2008, in order to be
considered for inclusion in the Companys proxy statement and form of proxy relating to such Annual
Meeting of Stockholders. Any such proposals must comply in all respects with the rules and
regulations of the Securities and Exchange Commission relating to stockholder proposals, and it is
suggested that proponents of any proposals submit such proposals to the Company sufficiently in
advance of the deadline by Certified Mail-Return Receipt Requested.
If a stockholder intends to present a proposal at the Companys 2009 Annual Meeting of Stockholders
without the inclusion of such proposal in the Companys proxy material and written notice of such
proposal is not received by the Company on or before February 12, 2009, proxies solicited by the
Board of Directors for the 2009 Annual Meeting of Stockholders will confer discretionary authority
to vote on such proposal if presented at the meeting. Stockholders proposals should be sent to:
Cheri T. Holley, Secretary of Titan International, Inc., 2701 Spruce Street, Quincy, IL 62301. The
Company reserves the right to reject, rule out of order, or take other appropriate action with
respect to any proposal that does not comply with these and other applicable requirements.
HOUSEHOLDING INFORMATION
Pursuant to rules of the Securities and Exchange Commission, services that deliver Company
communications to stockholders that hold their stock through a bank, broker or other holder of
record, may deliver a single copy of the Companys Proxy Statement to multiple stockholders
sharing the same address. Upon written request, the Company will promptly deliver a separate
copy of the Proxy Statement to any stockholder at a shared address. Stockholders may notify the
Company of their requests by writing to Titan International, Inc., attention Investor Relations,
2701 Spruce Street, Quincy, IL 62301.
COST OF PROXY SOLICITATION
The costs of solicitation of proxies will be borne by the Company. In addition to the use of the
mail, proxies may be solicited personally or by telephone, facsimile or electronic mail, by
directors, officers or regular employees of the Company, without additional compensation. It is
contemplated that brokerage houses, custodians, nominees and fiduciaries will be requested to
forward the soliciting material to the beneficial owners of the Companys Common Stock held of
record by such persons, and will be reimbursed by the Company for reasonable expenses incurred
therewith.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934
(Exchange Act), and is required to file annual, quarterly and other reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). These reports, proxy
statements and other information may be inspected and copied at the Public Reference Room
maintained by the SEC in Washington, D.C. (100 F Street N.E., Washington, D.C. 20549). Copies of
such materials can be obtained from the SECs Public Reference Room at prescribed rates.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at
(800) SEC 0330. The Companys SEC filings are also available to the public over the SEC website
located at http://www.sec.gov.
The information the Company files electronically with the SEC may also be accessed through the
Companys website at http://www.titan-intl.com. Information contained on the Companys website
shall not be deemed to be incorporated herein by reference.
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INCORPORATION OF INFORMATION FILED WITH THE SEC
The SEC permits the Company to incorporate in this proxy statement by reference information
contained in documents that it files with the SEC, which means that the Company can disclose
important information in this proxy statement by referring its stockholders to those other
documents.
The Company incorporates by reference in this proxy statement the following portions of its Annual
Report on Form 10-K for the year ended December 31, 2007:
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Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Item 7A Quantitative and Qualitative Disclosures about Market Risk |
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Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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The Companys financial statements, which include: |
Managements Responsibility for Financial Statements and Report on Internal Control Over
Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005
Consolidated Balance Sheets at December 31, 2007 and 2006
Consolidated Statements of Changes in Stockholders Equity for the years ended December 31,
2005, 2006 and 2007
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
Notes to Consolidated Financial Statements
Any document that the Company files with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this proxy statement and before the Special Meeting (other than any
portion of such documents that are not deemed filed under the Exchange Act in accordance with the
Exchange Act and applicable SEC rules) that updates the information incorporated by reference is
incorporated by reference in this proxy statement. Information in these subsequent SEC filings
will be deemed to be incorporated by reference as of the date the Company makes the filing.
PricewaterhouseCoopers LLP has served the Company as independent registered public accounting firm
during the year ended December 31, 2007, and has been selected by the Audit Committee to serve as
the independent registered public accounting firm for the present year of 2008.
We will provide without charge to each person (including any beneficial owner) to whom a copy of
this proxy statement is delivered, upon the written or oral request of any such person, and by
first class mail or other equally prompt means within one business day of receipt of such request,
a copy of any or all of the documents incorporated into this proxy statement by reference, other
than exhibits to those documents unless the exhibits are specifically incorporated by reference
into those documents, or referred to in this proxy statement. Requests should be directed to:
Cheri T. Holley
Vice President, Secretary, and General Counsel
Titan International, Inc.
2701 Spruce Street Quincy, IL 62301
(217) 228-6011
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By Order of the Board of Directors,
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/s/ CHERI T. HOLLEY
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Quincy, Illinois |
Cheri T. Holley |
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, 2008 |
Secretary |
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Titan International, Inc.
2701 Spruce Street Quincy, IL 62301
www.titan-intl.com