0001127602-19-029211.txt : 20190930
0001127602-19-029211.hdr.sgml : 20190930
20190930113521
ACCESSION NUMBER: 0001127602-19-029211
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190930
FILED AS OF DATE: 20190930
DATE AS OF CHANGE: 20190930
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dudek Nanette
CENTRAL INDEX KEY: 0001697594
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34903
FILM NUMBER: 191124906
MAIL ADDRESS:
STREET 1: 17672 LAUREL PARK DRIVE NORTH
STREET 2: SUITE 400E
CITY: LIVONIA
STATE: MI
ZIP: 48152
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tower International, Inc.
CENTRAL INDEX KEY: 0001485469
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 208879584
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 17672 LAUREL PARK DRIVE NORTH
STREET 2: SUITE 400E
CITY: LIVONIA
STATE: MI
ZIP: 48152
BUSINESS PHONE: 248-675-6000
MAIL ADDRESS:
STREET 1: 17672 LAUREL PARK DRIVE NORTH
STREET 2: SUITE 400E
CITY: LIVONIA
STATE: MI
ZIP: 48152
FORMER COMPANY:
FORMER CONFORMED NAME: Tower Automotive, LLC
DATE OF NAME CHANGE: 20100225
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2019-09-30
1
0001485469
Tower International, Inc.
TOWR
0001697594
Dudek Nanette
C/O TOWER INTERNATIONAL, INC.
17672 LAUREL PARK DR. NORTH, SUITE 400E
LIVONIA
MI
48152
1
VP Legal Affairs & Compliance
Common Stock, Par Value $0.01 Per Share
2019-09-30
4
U
0
1337.01
D
0
D
Restricted Stock Units
2019-09-30
4
D
0
353.92
D
Common Stock, Par Value $0.01 Per Share
353.92
0
D
Restricted Stock Units
2019-09-30
4
D
0
1247.05
D
Common Stock, Par Value $0.01 Per Share
1247.05
0
D
Restricted Stock Units
2019-09-30
4
D
0
2225.73
D
Common Stock, Par Value $0.01 Per Share
2225.73
0
D
Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, by and among Tower International, Inc., a Delaware corporation (the "Company"), Autokiniton US Holdings, Inc., a Delaware corporation ("Parent"), and Tiger Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as a direct wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement and the terms of the Offer to Purchase, dated August 15, 2019, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was converted into the right to receive $31.00 in cash, net of applicable tax withholding, without interest.
Each restricted stock unit ("RSU") represents a contingent right to receive one Share.
Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the tender offer by Parent and Merger Sub to acquire all the outstanding Shares for $31.00 in cash (the "Offer") automatically and without any required action on the part of its holder became fully vested and was cancelled and converted immediately prior to, and contingent upon, the consummation of the Offer into a vested right to receive a lump-sum payment in an amount equal to $31.00 for each Share underlying the RSU, net of applicable tax withholdings.
/s/ Peter Ehrenberg, Attorney-in-Fact
2019-09-30