-----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, L/BtooSzrrbA78OrzZkYZnna/nqKgWgsHaHPuKFYjmOVHl+rFs5dC37BlG31mXXs g9Nwya2lPHTH0UX7vNmMGg== 0000899751-05-000081.txt : 20051202 0000899751-05-000081.hdr.sgml : 20051202 20051202103053 ACCESSION NUMBER: 0000899751-05-000081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 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: 051239288 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 8-K 12-02-05 TITAN INTERNATIONAL, INC. FORM 8-K 12-02-05
 




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): December 1, 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 fifth 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 December 1, 2005. This fifth amendment changes the termination date from December 1, 2005, to December 31, 2005.
 

 
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 

 
(c) Exhibits
 
 
10
Fifth 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 December 1, 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:
December 2, 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
 
Fifth 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 December 1, 2005.
 
 
 

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


 
FIFTH 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.,
 
THE KELLY-SPRINGFIELD TIRE CORPORATION
 
AND
 
TITAN TIRE CORPORATION
 
________________________________________
 
DATED AS OF DECEMBER 1, 2005
 
 
 

 




FIFTH AMENDMENT
 
TO
 
ASSET PURCHASE AGREEMENT
 
THIS FIFTH AMENDMENT (this “Fifth Amendment”), dated as of December 1, 2005, to the Asset Purchase Agreement, dated as of February 28, 2005, by and among the parties hereto, as amended by the First Amendment thereto, dated as of June 29, 2005, the Second Amendment thereto, dated as of August 31, 2005, the Third Amendment thereto, dated as of September 30, 2005, and the Fourth Amendment thereto, dated as of October 31, 2005 (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 Article 11 of the Agreement, Purchaser or Sellers may terminate the Agreement (i) if the Closing has not occurred by the close of business on December 1, 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 December 1, 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 “December 1, 2005”, in each such Section, with “December 31, 2005”.
 
II. In all other respects, the Agreement shall remain in full force and effect, as amended by this Fifth Amendment. For avoidance of doubt, this Fifth Amendment may be executed in counterparts as provided in Section 12.10 of the Agreement.
 
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