8-K

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): September 23, 2013

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 filing 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 7.01 REGULATION FD DISCLOSURE.

Titan International, Inc. (Titan) issued a press release announcing a tender offer and consent solicitation for its 7.875% senior secured notes due 2017. See press release dated September 23, 2013.

Titan also issued a press release announcing a private offering of $400 million senior secured notes due 2020. See press release dated September 23, 2013.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1 Titan International, Inc.'s press release dated September 23, 2013 regarding a tender offer and consent solicitation for its 7.875% senior secured notes due 2017.

99.2 Titan International, Inc.'s press release dated September 23, 2013 regarding private offering of $400 million senior secured notes due 2020.

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:	September 23, 2013	By:	/s/ PAUL G. REITZ
			Paul G. Reitz
			Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Titan International, Inc.'s press release dated September 23, 2013 regarding a tender offer and consent solicitation for its 7.875% senior secured notes due 2017.
99.2	Titan International, Inc.'s press release dated September 23, 2013 regarding private offering of $400 million senior secured notes due 2020.

EX-99.1

Exhibit 99.2

Titan International Inc. Announces Proposed Offering of Senior Secured Notes

Quincy, IL. - Titan International, Inc. (NYSE: TWI)

September 23, 2013

Titan International, Inc. (NYSE: TWI) (“Titan” or the “Company”) today announced its intention to offer through a private placement, subject to market and other conditions, $400 million aggregate principal amount of its Senior Secured Notes due 2020 (the “Notes”). The Notes are being offered by the initial purchasers only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States in compliance with Regulation S.

Titan intends to use the net proceeds from the offering to finance the purchase of the Company's 7.875% Senior Secured Notes due 2017 (the “2017 Notes”), validly tendered pursuant to a tender offer and consent solicitation which it commenced on September 23, 2013, and to pay all consent payments, accrued interest, costs and expenses associated therewith. Titan intends to use any remaining net proceeds from the offering of the Notes for general corporate purposes, which may include repayment of other existing obligations (including the redemption, repurchase or other retirement of any remaining 2017 Notes) and financing potential future acquisitions.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes. Any offers of the Notes will be made only by means of a private offering circular. The Notes have not been registered under the Securities Act or the securities laws of any jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release is for information purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the 2017 Notes. The tender offer and consent solicitation are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that Titan is distributing to holders of the 2017 Notes. The tender offer and consent solicitation are not being made to holders of 2017 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires, assemblies and undercarriage products for off-highway equipment used in agricultural, earthmoving/construction and consumer (including all terrain vehicles) applications.

Contact: Krista Gray, Director of IR & Communications

krista.gray@titan-intl.com; 217-221-4773

EX-99.2

Exhibit 99.1

Titan Announces Tender Offer and Consent Solicitation for its

7.875% Senior Secured Notes Due 2017

Quincy, IL. - Titan International, Inc. (NYSE: TWI)

September 23, 2013

Titan International, Inc. (NYSE: TWI) announced today that it has commenced a cash tender offer for any and all of its $525,000,000 aggregate principal amount outstanding of 7.875% Senior Secured Notes due 2017 (CUSIP No. 88830MAF9, 888305AB5 and U8885EAC3 and ISIN No. US88830MAF95, US888305AB56 and USU8885EAC31) (the “Senior Notes”).

Titan also announced a concurrent consent solicitation for proposed amendments to, and consents under, the indenture under which the Senior Notes were issued. The tender offer and the consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated September 23, 2013 (the “Offer to Purchase”), and the related Letter of Transmittal and Consent (“Letter of Transmittal”).

Holders that tender their Senior Notes in the tender offer will be deemed to have consented to the proposed amendments to the indenture governing such Senior Notes and to the release of the collateral securing the Senior Notes (the “Collateral”).

The tender offer will expire at 12:00 midnight New York City time on Monday, October 21, 2013, unless extended or earlier terminated (such date and time, as the same may be extended for such tender offer, the “Expiration Time”). In order to be eligible to receive the total consideration (as described below) for tendered Senior Notes, holders must validly tender their Senior Notes and deliver their consents at or prior to 5:00 p.m. New York City time on Friday, October 4, 2013, unless extended (such date and time with respect to the consent solicitation, the “Consent Deadline”).

The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including the completion by Titan of new financings on terms reasonably satisfactory to Titan of at least $400,000,000.

The total consideration for each $1,000 US Dollars principal amount of Notes validly tendered and accepted for purchase pursuant to the tender offer will be an amount equal to $1,064.50 US Dollars, payable in cash to holders that validly tender their Senior Notes at or prior to the Consent Deadline, plus accrued interest.

The total consideration set forth above includes a consent payment of $50.00 US Dollars per $1,000 US Dollars principal amount of Senior Notes, payable only to holders that validly tender their Senior Notes and validly deliver their consents at or prior to the Consent Deadline. Holders of Senior Notes who validly tender their Senior Notes after the Consent Deadline, but at or prior to the Expiration Time, will not receive a consent payment.

The proposed amendments to the indenture governing the Senior Notes would eliminate from the indenture substantially all of the restrictive covenants, certain affirmative covenants and certain events of default contained in the indenture and the Senior Notes. In addition, Titan is seeking to release the Collateral. Holders may not deliver consents to the proposed amendments or to the release of the Collateral without validly tendering the Senior Notes in the tender offer and may not revoke their consents. Further, by tendering the Senior Notes pursuant to the tender offer and effective upon the payment of such Senior Notes, holders of Senior Notes would waive any and all defaults resulting from the consummation of the new financings.

Titan has engaged Goldman, Sachs & Co. as sole Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Persons with questions regarding the tender offer or the consent solicitation should contact Goldman, Sachs & Co. at (800) 828-3182 or collect at (212) 902-6941.

The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase and related Letter of Transmittal, copies of which may be obtained from Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer and consent solicitation, at (212) 430-3774 (for banks and brokers) or (866) 470-4300 (for noteholders).

This press release is for information purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Senior Notes. The tender offer and consent solicitation are being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase that Titan is distributing to holders of the Senior Notes. The tender offer and consent solicitation are not being made to holders of Senior Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

This press release includes forward-looking statements that involve risks and uncertainties, including risks as detailed in Titan International, Inc.'s periodic filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2012. The company cautions that any forward-looking statements included in this press release are subject to a number of risks and uncertainties and the company undertakes no obligation to publicly update or revise any forward-looking statements.

Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires, assemblies and undercarriage for off-highway equipment used in agricultural, earthmoving/construction and consumer (including all terrain vehicles) applications.

Contact: Krista Gray, Director of IR & Communications

krista.gray@titan-intl.com; 217-221-4773