TITAN INTERNATIONAL INC
10-Ks and 10-Qs
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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 x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
o Preliminary Proxy
Statement
o Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
x 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):
x No fee
required.
o Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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·
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Title
of each class of securities to which transaction
applies:
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______________________________________________________________________________________
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·
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Aggregate
number of securities to which transaction
applies:
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______________________________________________________________________________________
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·
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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______________________________________________________________________________________
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·
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Proposed
maximum aggregate value of
transaction.
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______________________________________________________________________________________
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·
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Total
fee paid:
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______________________________________________________________________________________
o Fee paid previously
with preliminary materials.
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o 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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1)
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Amount
Previously Paid:
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______________________________________________________________________________________
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2)
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Form,
Schedule or Registration Statement
No.:
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______________________________________________________________________________________
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3)
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Filing
Party:
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______________________________________________________________________________________
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4)
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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: March
4, 2010
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 March 4, 2010, at 10:00 a.m. Central Time, at the Holiday Inn,
4821 Oak Street, Quincy, IL 62305, to consider and act upon the following
matters:
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1)
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To
approve an amendment to the Company’s Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 60,000,000 shares to 120,000,000 shares;
and
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2)
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To
transact such other business as may properly come before the Special
Meeting or any adjournments or postponements
thereof.
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The
Company’s board of directors has fixed the “record date” to be the close of
business on January 15, 2010. Only those stockholders whose names
appear of record at the Company’s close of
business on January 15, 2010, 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
stockholder’s 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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|||
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/s/ CHERI T. HOLLEY
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|||
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Quincy,
Illinois
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Cheri T. Holley
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January
29, 2010
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Secretary
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You may
obtain directions to the Special Meeting by sending a written request to Titan
International, Inc., attention Investor Relations, 2701 Spruce Street, Quincy,
IL 62301.
TABLE
OF CONTENTS
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Notice
of Special Meeting of Stockholders
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Cover |
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General
Matters
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1 |
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Voting
Procedures
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1 |
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Proposal
#1 – Approval of an amendment to the Company’s Amended and Restated
Articles of Incorporation to increase the number of authorized shares of
Common Stock from 60,000,000 shares to 120,000,000 shares
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4 |
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Security
Ownership of Certain Beneficial Owners and
Management
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6 |
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Other
Business
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7 |
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Cost
of Proxy Solicitation
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7 |
| Appendix A – Resolution | A - 1 |
Table of
Contents
PROXY
STATEMENT
SPECIAL
MEETING OF STOCKHOLDERS
TITAN
INTERNATIONAL, INC.
Meeting
Date: March 4, 2010
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 March 4, 2010, 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
January 29, 2010.
VOTING
PROCEDURES
Qualifications
to Vote
Holders
of shares of common stock of the Company (“Common Stock”) at
the close of business on January 15, 2010, (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 January 15, 2010, there were 35,275,510 shares of the Company’s
Common Stock outstanding which will be entitled to vote at the Special
Meeting.
Votes
per Share
Holders
of the Company’s 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.
Proposal Requiring Stockholder
Vote
To
consider and act upon the following matter:
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|
ü Proposal
#1:
Approval of an amendment to the Company’s Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 60,000,000 shares to 120,000,000
shares;
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and such
other business as may properly come before the Special Meeting of Stockholders
or any adjournments or postponements thereof.
Time
and Place
The
Special Meeting of Stockholders of Titan International, Inc., an Illinois
corporation, will be held on March 4, 2010, at 10:00 a.m. Central Time, at the
Holiday Inn, 4821 Oak Street, Quincy, IL 62305.
Meeting
Attendance
Please
note that if you are attending the Special Meeting, proof of Titan Common Stock
ownership as of the Record Date of January 15, 2010, must be presented, in
addition to valid photo identification.
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.
Recommendation
by Board of Directors
The Board
of Directors unanimously recommends that you vote FOR the following
proposal:
Proposal
#1: Approval of
an amendment to the Company’s Amended and Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock from 60,000,000 shares
to 120,000,000 shares.
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 an amendment to the Company’s Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock from
60,000,000 shares to 120,000,000 shares.
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.
2
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
Company’s Common Stock held of record by such persons, and will be reimbursed by
the Company for reasonable expenses incurred therewith.
Company’s
Transfer Agent
| BNY Mellon Shareowner Services |
Physical
address:
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P.O.
Box 358015
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480
Washington Blvd.
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Pittsburgh,
PA 15252-8015
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Jersey
City, NJ 07310-1900
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Stockholder
Information: (877) 237-6882
Web
site: www.bnymellon.com/shareowner/isd
Vote
Tabulation
Broadridge
Investor Communication Services 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
Titan
International, Inc. will announce preliminary voting results at the Special
Meeting and publish final results in a Form 8-K.
Please
Vote
Every
stockholder’s 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.
Directions
You are
cordially invited to attend Titan’s special meeting of stockholders on March 4,
2010 at 10:00 a.m. Central Time. The meeting will be held at the
Holiday Inn, 4821 Oak Street, Quincy, IL 62305. The Holiday Inn is
located approximately one block north of 4800 Broadway in Quincy,
IL. You may call the Holiday Inn at (217) 223-7800 for further
direction information.
Proxy
Notice
Important
Notice Regarding the Availability of Proxy Materials for Special Meeting of
Stock holders to Be Held on March 4, 2010.
This
Notice of Special Meeting of Stockholders and Proxy Statement are available
at
http://www.titan-intl.com.
3
Proposal
Requiring Stockholder Vote
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ü PROPOSAL
#1 -
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Approval
of an amendment to the Company’s Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 60,000,000 shares to 120,000,000
shares
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Recommendation
by Board of Directors
The Board
of Directors unanimously recommends that stockholders vote FOR the approval of
an amendment to the Company’s Amended and Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock from 60,000,000 shares
to 120,000,000 shares.
Description
of Proposed Amendment
The Board
of Directors (the “Board”) has unanimously approved, subject to stockholder
approval, an amendment to the Company’s Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock from
60,000,000 shares to 120,000,000 shares. No change is being proposed
in the authorized number of shares of the Company’s preferred stock, which will
remain at 4 million preferred shares.
To
accomplish the increase in authorized shares of Common Stock, the Board of
Directors proposes that Article III, Paragraph 1, of the Company’s Amended and
Restated Articles of Incorporation be amended and restated to read in its
entirety as follows:
“Paragraph
1: Number
and Class. The number of shares which the Corporation shall be
authorized to issue, itemized by class, series and par value, if any,
is:
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Class
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Par Value
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Number of Shares
Authorized
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Common
Stock
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without
par value
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120,000,000
shares
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Preferred
Stock
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without
par value
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4,000,000
shares”
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If this
proposal is approved, the Company expects to file a Certificate of Amendment of
the Amended and Restated Articles of Incorporation with the Secretary of State
of Illinois on or shortly after the close of business on the date of the Special
Meeting.
4
Why
We are Seeking Stockholders Approval
Pursuant
to the law of our state of incorporation, Illinois, the Company’s Board must
approve any amendment to the Company’s Amended and Restated Articles of
Incorporation and submit the amendment to stockholders. The
affirmative vote of a majority of the outstanding shares of the Company’s Common
Stock is required for Proposal #1 approval.
The Board
believes that an increase in authorized Common Stock would provide the Company
with additional flexibility to issue and/or sell Common Stock from time to time
at the discretion of the Board, and without further authorization by the
stockholders except as may be required by applicable law or the rules of the New
York Stock Exchange, in connection with one or more of the following business
purposes:
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·
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Financing
and acquisition transactions
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·
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Strategic
investments
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·
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Public
or private offerings of Common Stock or convertible
securities
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·
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Other
corporate programs and purposes that have not yet been
identified
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This
amendment will not increase or decrease the number of shares of Preferred Stock
that the Company would be authorized to issue.
Share
Count Summary January 15, 2010
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Common Shares
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Preferred Shares
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|||||||
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Authorized
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#60,000,000 | #4,000,000 | ||||||
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Outstanding
– January 15, 2010
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#35,275,510 | # 0 | ||||||
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Reserved
for convertible notes
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17,647,061 | 0 | ||||||
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Treasury
shares held
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2,199,778 | 0 | ||||||
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Reserved
for future issuance under equity compensation plans
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1,217,720 | 0 | ||||||
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Reserved
for exercisable stock options
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390,536 | 0 | ||||||
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Total
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#56,730,605 | #0 | ||||||
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Proposed
Authorized
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#120,000,000 | #4,000,000 | ||||||
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(No
Change)
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||||||||
Effects
of the Proposal on the Company’s Stockholders
The
authorization of additional shares of Common Stock will not, by itself, have any
effect on the rights of present stockholders. The additional shares
to be authorized will be a part of the existing class of Common Stock and, if
and when issued, would have the same rights and privileges as the shares of
Common Stock presently issued and outstanding. Stockholders do not
have preemptive rights to subscribe for or purchase additional shares of Common
Stock. Accordingly, the issuance of additional shares of Common Stock
for corporate purposes other than a stock split or stock dividend could have a
dilutive effect on the ownership and voting rights of stockholders at the time
of issuance.
5
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of the
Company’s Common Stock as of September 30. 2009, by (i) each person who
is known by the Company to own beneficially more than 5% of the Company’s 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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||||||||
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Name and Address of Beneficial
Owner
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Number (a)
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Percent
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||||||
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Keeley
Asset Management
Corp.
401
South LaSalle Street
Chicago,
IL 60605
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2,028,800 | (b) | 5.8 | % | ||||
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Neuberger
Berman Group,
LLC.
605
Third Avenue
New
York, NY 10158
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1,994,629 | (b) | 5.7 | % | ||||
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Named Executive Officers &
Directors
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||||||||
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Anthony
L.
Soave
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894,375 | 2.5 | % | |||||
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Maurice
M. Taylor
Jr.
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655,150 | (c) | 1.8 | % | ||||
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Richard
M. Cashin
Jr.
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445,536 | 1.3 | % | |||||
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Mitchell
I.
Quain
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182,250 | * | ||||||
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Erwin
H.
Billig
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42,500 | * | ||||||
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Albert
J.
Febbo
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23,750 | * | ||||||
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Kent
W.
Hackamack
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1,250 | * | ||||||
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Cheri
T.
Holley
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275 | * | ||||||
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J.
Michael A.
Akers
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0 | * | ||||||
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All
named executive officers & directors as a group (nine
persons)
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2,245,086 | 6.3 | % | |||||
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___________________________
* Less
than one percent.
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||||||||
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(a)
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Except
for voting powers held jointly with a person’s spouse, represents sole
voting and investment power unless otherwise
indicated. Includes unissued shares subject to options
exercisable within 60 days after September 30, 2009, as
follows: Mr. Taylor, 189,536 shares; Mr. Soave, 46,250 shares;
Mr. Quain, 46,250 shares; Mr. Cashin, 35,000 shares; Mr. Billig, 22,500
shares; Mr. Febbo, 1,250 shares; all named executive officers and
directors as a group, 340,786
shares.
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(b)
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Based
on information contained in a Form 13F filed with the Securities and
Exchange Commission on November 12,
2009.
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(c)
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Includes
260,594 shares held jointly by Mr. Taylor and his wife as to which they
share voting and dispositive power. Also includes 205,020
shares held by Mr. Taylor as to which he has sole voting and dispositive
power.
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6
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.
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 Company’s Common
Stock held of record by such persons, and will be reimbursed by the Company for
reasonable expenses incurred therewith.
STOCKHOLDER
PROPOSALS
Any
proposal to be presented at the 2010 Annual Meeting of Stockholders must have
been received at the principal executive offices of the Company no later than
November 30, 2009, in order to be considered for inclusion in the Company’s
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 Company’s 2010 Annual Meeting
of Stockholders without the inclusion of such proposal in the Company’s proxy
material and written notice of such proposal is not received by the Company on
or before February 15, 2010, proxies solicited by the Board of Directors for the
2010 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.
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By
Order of the Board of Directors,
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||
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/s/ CHERI T.
HOLLEY
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||
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Quincy,
Illinois
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Cheri T.
Holley
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January
29, 2010
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Secretary
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7
APPENDIX
A
RESOLUTION
Resolved, that the Articles of
Incorporation be amended by deleting Article III, Paragraph 1 in its entirety
and by inserting in lieu thereof the following:
“Paragraph
1: Number
and Class. The number of shares which the Corporation shall be
authorized to issue, itemized by class, series and par value, if any,
is:
|
Class
|
Par Value
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Number of Shares
Authorized
|
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Common
Stock
|
without
par value
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120,000,000
shares
|
|
Preferred
Stock
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without
par value
|
4,000,000
shares”
|
A –
1
Titan
International, Inc.
2701
Spruce Street ·
Quincy, IL 62301
www.titan-intl.com
TITAN INTERNATIONAL,
INC.
2701 SPRUCE SREET
QUINCY,
IL 62301
VOTE
BY INTERNET - www.proxyvote.com
Use the
Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic
voting instruction form.
Electronic Delivery of Future
PROXY MATERIALS
If you
would like to reduce the costs incurred by our company in mailing proxy
materials,
you can consent to receiving all future proxy statements, proxy cards and annual
reports electronically via e-mail or the Internet. To sign up for electronic
delivery, please follow the instructions above to vote using the Internet and,
when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE
BY PHONE - 1-800-690-6903
Use any
touch-tone telephone to transmit your voting instructions up until 11:59
P.M.
Eastern Time the day before the cut-off date or meeting date. Have your proxy
card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS
PORTION FOR YOUR RECORDS
DETACH
AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
The
Board of Directors recommends you vote FOR the following
proposal(s):
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For
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Against
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Abstain
|
|
1.
To approve an amendment to the Company's Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock
from 60,000,000 shares to 120,000,000 shares.
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□
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□
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□
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|
NOTE:
Such other business as may properly come before the meeting or any
adjournment thereof.
|
Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney,
executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership name,
by authorized officer.
|
Signature
[PLEASE SIGN WITHIN BOX]
|
Date
|
Signature
(Joint Owners)
|
Date
|
Important Notice Regarding the
Availability of Proxy Materials for the Special Meeting: The Notice & Proxy
Statement is/are available at www.proxyvote.com .
TITAN
INTERNATIONAL, INC.
This
proxy is solicited by the Board of Directors for the
Special
Meeting of Stockholders to be held on
Thursday,
March 4, 2010, at 10:00 AM Central Time at the
Holiday
Inn
4821
Oak Street
Quincy,
Illinois 62305
The
undersigned hereby constitutes and appoints Maurice M. Taylor Jr., Cheri T.
Holley, and each of them, attorneys with full power of substitution, with the
powers the undersigned would possess if personally present, to vote all shares
of Common Stock of the undersigned in TITAN INTERNATIONAL, INC. at the Special
Meeting of stockholders to be held on Thursday, March 4, 2010, and at any
adjournments thereof and on all matters properly coming before the
meeting.
This
proxy will be voted as directed or, if no direction is indicated, will be voted
FOR Proposal 1.
Note:
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.
Continued
and to be signed on reverse side
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