TITAN INTERNATIONAL, INC.FORM 8K 06-29-05

0000899751-05-000041.txt : 20050701 0000899751-05-000041.hdr.sgml : 20050701 20050630174658 ACCESSION NUMBER: 0000899751-05-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050629 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050630 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12936 FILM NUMBER: 05929723 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 8-K 1 form8k.htm TITAN INTERNATIONAL, INC.FORM 8K 06-30-05 TITAN INTERNATIONAL, INC.FORM 8K 06-29-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 29, 2005

TITAN INTERNATIONAL, INC.

(Exact name of Registrant as specified in its Charter)

Illinois	1-12936	36-3228472
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301

(Address of principal executive offices, including Zip Code)

(217) 228-6011

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The first amendment to the asset purchase agreement dated February 28, 2005, by and among Titan Tire Corporation and The Goodyear Tire & Rubber Company, Goodyear Canada Inc., Goodyear Servicios Comerciales, S. de R.L. de C.V., and The Kelly-Springfield Tire Corporation was made on June 29, 2005. This first amendment changes the termination date from June 30, 2005, to September 1, 2005.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

First amendment to asset purchase agreement dated as of February 28, 2005, by and among The Goodyear Tire & Rubber Company, Goodyear Canada Inc., Goodyear Servicios Comerciales, S. de R.L. de C.V., and The Kelly-Springfield Tire Corporation and Titan Tire Corporation dated as of June 29, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TITAN INTERNATIONAL, INC.
	(Registrant)

Date:	June 30, 2005	By:	/s/ Kent W. Hackamack
			Kent W. Hackamack
			Vice President of Finance and Treasurer
			(Principal Financial Officer and
			Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description

10	First amendment to asset purchase agreement dated as of February 28, 2005, by and among The Goodyear Tire & Rubber Company, Goodyear Canada Inc., Goodyear Servicios Comerciales, S. de R.L. de C.V., and The Kelly-Springfield Tire Corporation and Titan Tire Corporation dated as of June 29, 2005.

EX-10 2 ex10.htm FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 10

FIRST AMENDMENT

ASSET PURCHASE AGREEMENT

DATED AS OF FEBRUARY 28, 2005

BY AND AMONG

THE GOODYEAR TIRE & RUBBER COMPANY,

GOODYEAR CANADA INC.,

GOODYEAR SERVICIOS COMERCIALES, S. DE R.L. DE C.V.,

THE KELLY-SPRINGFIELD TIRE CORPORATION

AND

TITAN TIRE CORPORATION

________________________________________

DATED AS OF JUNE 29, 2005

FIRST AMENDMENT

ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT (this “First Amendment”), dated as of June 29, 2005, to the Asset Purchase Agreement, dated as of February 28, 2005, by and among the parties hereto (the “Agreement”), is made by and among Titan Tire Corporation, a corporation organized under the laws of the State of Illinois (“Purchaser”), The Goodyear Tire & Rubber Company (“Goodyear”), a corporation organized under the laws of the State of Ohio, Goodyear Canada Inc., an Ontario corporation (“Goodyear Canada”), Goodyear Servicios Comerciales, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada (“Goodyear Mexico”) and The Kelly-Springfield Tire Corporation, a Delaware corporation (collectively with Goodyear, Goodyear Canada and Goodyear Mexico, “Sellers”, and each individually, a “Seller”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

A. Under Section 11 of the Agreement, Purchaser or Sellers may terminate the Agreement (i) if the Closing has not occurred by the close of business on June 30, 2005 or (ii) if Purchaser has not executed an agreement with the Local Union meeting the description set forth in Section 9.3(h) of the Agreement on or before June 30, 2005.

B. Sellers and Purchaser wish to amend the Agreement to extend the foregoing deadlines.

NOW, THEREFORE, the parties, intending to be legally bound, hereby amend the Agreement, effective immediately, as follows:

I. Sections 11.1(b) and 11.1(e) of the Agreement are hereby amended to replace “June 30, 2005”, in each such Section, with “September 1, 2005”.

II. In all other respects, the Agreement shall remain in full force and effect, as amended by this First Amendment.