-----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, AtSxQYq5azmV4KhpR1ugU+8I45BiW58s0gmpWUc09eMo3AIpeCvJZWfmRiOyydpL Oz/sHC9fAzvQWS/26P66xQ== 0000902664-05-002368.txt : 20051216 0000902664-05-002368.hdr.sgml : 20051216 20051216152209 ACCESSION NUMBER: 0000902664-05-002368 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42929 FILM NUMBER: 051269630 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 SC 13D/A 1 sc13da.txt TITAN INTERNATIONAL, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D/A* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1) Titan International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 88830M102 - -------------------------------------------------------------------------------- (CUSIP Number) Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 16, 2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------- ---------------------- CUSIP NO. 8883M102 SCHEDULE 13D PAGE 2 OF 5 PAGES - -------------------------- ---------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JANA PARTNERS LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 2,866,500 --------- ------------------------------------------------ 8 SHARED VOTING POWER -0- --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 2,866,500 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,866,500 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.78% (see Item 5) - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - ----------- -------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------- ---------------------- CUSIP NO. 8883M102 SCHEDULE 13D PAGE 3 OF 5 PAGES - -------------------------- ---------------------- The Schedule 13D (the "Schedule 13D") filed on October 24, 2005 by JANA Partners LLC, a Delaware limited liability company (the "Reporting Person"), relating to the shares ("Shares") of common stock, no par value per share, of Titan International, Inc. (the "Issuer") is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D. The principal executive office of the Issuer is located at 2701 Spruce Street, Quincy, Illinois 62301. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby supplemented by the addition of the following: On December 16, 2005, the Reporting Person sent a letter to the Issuer calling upon the Issuer to respond to its request for a full and open explanation of the process related to the proposed sale of the Issuer and for assurances that the Issuer's board of directors would obtain the highest and best price attainable for shareholders. A copy of the letter and a related press release is attached hereto as Exhibit B. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. Paragraph (c) of Item 5 of the Schedule 13D is hereby amended and restated as follows: (c) There have been no transactions in the Shares effected by the Reporting Person since the most recent filing on Schedule 13D. - -------------------------- ---------------------- CUSIP NO. 8883M102 SCHEDULE 13D PAGE 4 OF 5 PAGES - -------------------------- ---------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule is hereby supplemented with the addition of the following: 2. Exhibit B - Press Release dated December 16, 2005 and Letter to Maurice M. Taylor, Chairman and CEO of the Issuer, dated December 16, 2005 from the Reporting Person. - -------------------------- ---------------------- CUSIP NO. 8883M102 SCHEDULE 13D PAGE 5 OF 5 PAGES - -------------------------- ---------------------- SIGNATURES After reasonable 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. Dated: December 16, 2005 JANA PARTNERS LLC By: /s/ Barry Rosenstein ---------------------------- Name: Barry Rosenstein Title: Managing Partner By: /s/ Gary Claar ---------------------------- Name: Gary Claar Title: Managing Director EX-99 2 exh99.txt EXHIBIT B EXHIBIT B FOR IMMEDIATE RELEASE For more information contact JANA Partners LLC at (212) 692-7696 JANA PARTNERS LLC AGAIN CALLS ON BOARD OF TITAN INTERNATIONAL TO JUSTIFY PROPOSED SALE PRICE New York, New York - December 16, 2005 - JANA Partners LLC ("JANA") today called upon the Board of Directors (the "Board") of Titan International, Inc. (NYSE - TWI) ("Titan" or the "Company") to respond to its demand that the Board either deliver a higher price for shareholders than the $18 per share offered by One Equity Partners, LLC ("One Equity") or offer adequate assurances that such offer represents the highest and best price obtainable for shareholders via a full and open process. JANA also put the Board on notice that shareholders would likely reject an offer at this price should the Board fail to demonstrate that it is delivering maximum value for shareholders. JANA is currently Titan's largest shareholder, with beneficial ownership of 14.8% of the Company's stock. "The silence is deafening" wrote JANA Managing Partner Barry Rosenstein in a letter sent today, referring to the Board's refusal to addresses the concerns regarding the proposed transaction which were first raised by JANA in October. "To date, the Board has not made even a token effort to address our concerns. The failure of the Board thus far to explain their reasoning or to provide assurances that they have and will continue to make every effort to pursue the highest possible price for shareholders, combined with our continued belief that the proposed $18 per share price significantly undervalues the Company, means that we will continue to oppose this transaction at the current price." Mr. Rosenstein stated that "We also believe the circumstances suggest that there is an uncomfortably close connection between the proposed buyer, One Equity Partners, LLC, and the Board, including the fact that an officer of this proposed buyer is also a member of the Board and that other Board members, including President and CEO Maurice M. Taylor, may participate in the transaction." Mr. Rosenstein in his letter pointed to a number of factors causing JANA to continue to believe that the proposed share price fails to fairly value Titan, including: o JANA's belief that the proposed price does not reflect the full value to Titan of the purchase of the Goodyear Tire and Rubber North American agricultural tires business. JANA noted that the closure of this transaction appears even more likely now than it did in October when JANA first raised the issue, emphasizing JANA's concern that the Board appears intent on striking a deal whereby One Equity can secure a price that does not reflect the full anticipated value of the Goodyear acquisition only shortly before its expected closure. o Reflecting strong industry fundamentals, the stock price of one of Titan's significant customers, Deere & Co., has increased by almost 17% since October 12, 2005, the day after One Equity's offer was announced, indicating that Titan's stock would have risen during this period as well, particularly given that the outlook for North American agricultural equipment sales continues to be strong in general, were it not being held down by One Equity's low bid. o Titan Europe, in which Titan holds a minority interest, saw its stock price increase by over 15% in the days following a recent acquisition announcement, suggesting that were it not for the proposed sale to One Equity at $18 per share, Titan's share price similarly would see the benefit of this acquisition by Titan Europe. "While the Board appears confident that they can push this deal through to signing without addressing the concerns we have raised, we put you on notice now that absent adequate assurances that this deal represents the highest and best price obtainable for shareholders via a full and open process, or an increase in the proposed offering price to a level which clearly reflects fair value, we intend to vigorously oppose this transaction," Mr. Rosenstein continued. "The Board may be driving the process at this stage, but the Company's shareholders will have the final say, and we are confident that should the Board fail to demonstrate that it is delivering maximum value for its shareholders, this transaction will be rejected." The full text of Mr. Rosenstein's letter is attached to this release. BACKGROUND JANA Partners LLC, a Delaware limited liability company, is a private money management firm that holds the common stock of the Company in various accounts under its management and control. JANA currently beneficially owns approximately 14.8% of the outstanding common shares of Titan International, Inc. JANA encourages the Titan's shareholders to review its previous letter providing more detail on this matter which was filed with the SEC on October 24, 2005. *** December 16, 2005 Board of Directors Titan International, Inc. 2701 Spruce Street Quincy, IL 62301 Attention: Maurice M. Taylor, Jr., President & CEO TRANSMITTED VIA FAX AND OVERNIGHT DELIVERY Gentlemen: The silence is deafening. JANA Partners LLC ("we" or "us"), your largest shareholder, requested in October that the Board of Directors (the "Board") provide a full and open explanation of the process by which it decided to pursue an agreement to sell the company for $18 per share and for assurances that it is seeking the highest and best possible price for all shareholders through an organized process. As you know, we consider the proposed price to be well below the fair value of Titan International, Inc. ("Titan" or the "Company"). We also believe the circumstances suggest that there is an uncomfortably close connection between the proposed buyer, One Equity Partners, LLC ("One Equity"), and the Board, including the fact that an officer of this proposed buyer is also a member of the Board and that other Board members, including President and CEO Maurice M. Taylor, may participate in the transaction. To date, the Board has not made even a token effort to address our concerns. The failure of the Board thus far to explain their reasoning or to provide assurances that they have and will continue to make every effort to pursue the highest possible price for shareholders, combined with our continued belief that the proposed $18 per share price significantly undervalues the Company, means that we will continue to oppose this transaction at the current price. Our belief that this price falls well short of fair value has only been strengthened by recent events. As you know, we believe that the proposed price does not reflect the full value to Titan of the purchase of the Goodyear Tire and Rubber North American agricultural tires business, the closure of which looks even more likely now than it did in October (we encourage the Company's shareholders to review our previous letter providing more detail on this and other issues, filed with the SEC on October 24, 2005). We note in particular that Titan recently announced a tentative agreement with the Freeport union of the to-be-acquired Goodyear plant and the hiring of this facility's former plant manager, both of which indicate to us that the closure of this acquisition is imminent. Again, we find it highly troubling that the Board appears intent on striking a deal whereby One Equity can secure a price that does not reflect the full anticipated value of the Goodyear acquisition only shortly before the expected closure of the Goodyear acquisition. We also find it troubling that the Company has made no effort to publicly discuss the significant potential accretive benefits from the pending Goodyear acquisition. We believe this lack of information regarding the Goodyear acquisition leaves shareholders without the information necessary to make a fully-informed decision regarding whether the proposed acquisition price represents adequate value. We also believe this situation warrants putting the Board on notice that any attempt to delay the closure of the Goodyear acquisition to ensure that One Equity is able to realize the benefit of this acquisition without shareholders obtaining the full benefit of the accretive impact of the Goodyear acquisition would be a serious breach of their fiduciary duty to shareholders. We intend to hold Board members personally liable should any attempt be made to improperly deprive shareholders of the value to which they are rightfully entitled through this or any other means. Other events have also strengthened our view that the proposed price falls short of fair value and fails to fully reflect the strength of both the Company and general industry trends. For example, reflecting strong industry fundamentals, the stock price of one of Titan's significant customers, Deere & Co., has increased by almost 17% since October 12, 2005, the day after One Equity's offer was announced. We believe that Titan's stock would have risen during this period as well, particularly given that the outlook for North American agricultural equipment sales continues to be strong in general, were it not being held down by One Equity's low bid. In addition, Titan Europe, in which Titan holds a 29% interest, saw its stock price increase by over 15% in the days following the announcement of an acquisition which would materially increase its size and provide significant operating synergies. We believe it is reasonable to assume that were it not for the proposed sale to One Equity at $18 per share, Titan's share price would have also seen the benefit of this acquisition by Titan Europe. The Board appears confident that they can push this deal through to signing without addressing the concerns we have raised. However, we put you on notice now that absent adequate assurances that this deal represents the highest and best price obtainable for shareholders through a full and fair sale process, or an increase in the proposed offering price to a level which clearly reflects fair value, we intend to vigorously oppose this transaction. We also wish to warn the Board against agreeing to an excessive break-up fee designed to coerce shareholders into approving a deal, provisions that would effectively prevent the Board from exploring higher offers should they be received or other mechanisms to lock-up this deal for One Equity at a low price to the detriment of the Company's shareholders. The Board may be driving the process at this stage, but the Company's shareholders will have the final say, and we are confident that should the Board fail to demonstrate that it is delivering the maximum value for its shareholders, this transaction will be rejected. Sincerely, /s/ Barry Rosenstein Barry Rosenstein JANA Partners LLC Managing Partner -----END PRIVACY-ENHANCED MESSAGE-----