<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Titan International, Inc.
---------------------------------------
(Name of Issuer)
Common Stock, No Par Value
---------------------------------------
(Title of Class of Securities)
88830M10
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(CUSIP Number)
Carlisle Companies Incorporated
250 South Clinton Street, Suite 201
Syracuse, New York 13202
(315) 477-9118
with copies to:
Steven J. Ford, Esq. Douglas L. Getter, Esq.
Carlisle Companies Incorporated Dewey Ballantine LLP
250 South Clinton Street, Suite 201 1301 Avenue of the Americas
Syracuse, New York 13202 New York, New York 10019
(315) 477-9118 (212) 259-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 1999
---------------------------------------
(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 which 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
/ /.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
- ------------------------------------- --------------------------
CUSIP NO. 88830M10 PAGE 2 OF 35 PAGES
- ------------------------------------- --------------------------
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carlisle Companies
31-1168055
- ------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY (a) / /
(b) / /
- ------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) o
- ------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON 7,772,942
WITH -------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,772,942
- ------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- ------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.0%
- ------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 35 Pages
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Item 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, no par value
("Common Stock"), of Titan International, Inc., an Illinois
corporation ("Issuer"). The address of the principal executive
offices of the Issuer is 2701 Spruce Street, Quincy, Illinois
62301.
Item 2. IDENTITY AND BACKGROUND.
This Statement is filed by Carlisle Companies Incorporated, a
Delaware corporation ("Carlisle") having its principal
executive offices at 250 South Clinton Street, Suite 201,
Syracuse, New York 13202.
The principal business of Carlisle is manufacturing and
distributing a wide variety of products across a broad range
of industries, including, among others, roofing, construction,
trucking, automotive, foodservice, industrial equipment, lawn
and garden and aircraft industries. Carlisle markets its
products both as a component supplier to original equipment
manufacturers, as well as directly to end users.
During the past five years, neither Carlisle nor, to the best
knowledge of Carlisle, any of its executive officers or
directors have been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Carlisle acquired beneficial ownership of 7,772,942 shares
(the "Subject Shares") of Common Stock pursuant to the Voting
Agreements (as defined and described in Item 4) representing
approximately 37.0% of the issued and outstanding shares of
Common Stock. Carlisle requested that MascoTech, Inc., 399
Venture Partners, Inc., Maurice M. Taylor, Jr. and Anthony L.
Soave (collectively, the "Principal Stockholders") enter into
the Voting Agreements as a condition to Carlisle's willingness
to enter into the Letter of Intent (as defined and described
in Item 4). The Voting Agreements will apply to shares of
Common Stock that may be acquired after the date of such
agreements by such Principal Stockholders, including shares of
Common Stock issuable upon exercise of options to purchase
Common Stock. No additional consideration was given in
exchange for the Subject Shares.
Item 4. PURPOSE OF TRANSACTION.
On August 4, 1999, Carlisle entered into a Letter of Intent
(the "Letter of Intent") with the Issuer pursuant to which,
and subject to the terms and conditions set forth therein, the
Issuer will merge (the "Merger") with a wholly-owned
subsidiary of Carlisle. The closing of the Merger will be held
as soon as practicable following the execution and delivery of
a definitive merger agreement
Page 3 of 35 Pages
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(the "Definitive Agreement"). The Issuer and Carlisle have
agreed to work diligently and in good faith toward the
execution and delivery of the Definitive Agreement within 45
days of the date of the Letter of Intent. The consummation of
the Merger will be subject to and conditioned upon, among
other things, (i) the execution of a mutually acceptable
Definitive Agreement and the compliance with or satisfaction
or waiver of the terms and conditions thereof; (ii) the
completion of due diligence investigation by the Issuer and
Carlisle; (iii) the receipt of all material consents and
approvals, including from regulatory agencies (domestic or
foreign), necessary to consummate the Merger in conformity
with applicable law (domestic or foreign), agreements and
orders (domestic or foreign) without the necessity of making
any changes to the business of the Issuer and Carlisle as they
currently exist; (iv) the approval of the Board of Directors
and stockholders of each of the Issuer and Carlisle of the
Definitive Agreement and the transactions contemplated
thereby; (v) the Merger qualifying as a "pooling-of-interests"
transaction in accordance with Opinion 16 of the Accounting
Principles Board and the receipt by Carlisle of (A) a
favorable determination by the Securities and Exchange
Commission (the "SEC") to the effect that the Merger qualifies
as a "pooling-of-interest" transaction and (B) a "pooling
opinion" issued by Carlisle's independent auditors in form and
substance satisfactory to Carlisle dated the date of the
Registration Statement on Form S-4 (the "Form S-4") and
confirmed in writing at the effective time of the Merger; (vi)
the effectiveness of the Form S-4 and absence of any stop
order issued by the SEC; (vii) the shares of Carlisle Common
Stock (defined below) issuable in connection with the Merger
being approved for listing on the New York Stock Exchange
("NYSE"), subject only to official notice of issuance; and
(viii) the absence of any changes having or reasonably likely
to have a material adverse effect on the business, properties,
operations, prospects or conditions (financial or otherwise)
of the Issuer and its subsidiaries, or Carlisle and its
subsidiaries.
Upon consummation of the Merger, each share of Common Stock
issued and outstanding immediately prior to the Merger will be
converted into right to receive the fraction of one share of
common stock, par value $1.00 per share ("Carlisle Common
Stock"), of Carlisle (the "Exchange Ratio") equal to the
quotient obtained by dividing (i) $17 by (ii) the average of
the closing price per share of Carlisle Common Stock on the
NYSE (as reported in THE WALL STREET JOURNAL) on each of the
15 consecutive trading days immediately preceding the second
trading day prior to the actual date of the special meeting of
Carlisle's stockholders with respect to the transactions
contemplated by the Merger (the "Average Closing Price"),
provided that the Exchange Ratio will be no less than .3242
and no more than .3652, even if the Average Closing Price
exceeds $52.43 or is less than $46.55, respectively. In the
event that the Average Closing Price is (A) less than $40.00,
the Issuer may, at its option, terminate the Merger or (B)
greater than $60.00, Carlisle may, at its option, terminate
the Merger, in each case without further liability to the
other party.
In connection with the Letter of Intent, Carlisle entered into
a separate Voting Agreement, dated as of August 4, 1999 (the
"Voting Agreement"), with each of the Principal Stockholders
who own in the aggregate 7,772,942 shares of Common Stock
representing approximately 37% of the issued and outstanding
Page 4 of 35 Pages
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shares of Common Stock. The purpose of the Voting Agreements
and the transactions contemplated thereby is to ensure
approval of the Merger.
The foregoing description of the Letter of Intent is qualified
in its entirety by reference to the text of such agreement,
which is filed as an exhibit to this Schedule 13D and is
incorporated by reference herein.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Pursuant to the Voting Agreements, Carlisle has the
power to direct the vote, in connection with the Merger and
related matters, of an aggregate of 7,772,942 shares of Common
Stock, representing approximately 37% of the issued and
outstanding shares of Common Stock. The Voting Agreements will
apply to shares of Common Stock that may be acquired after the
date of such agreements by the Principal Stockholders,
including shares of Common Stock issuable upon exercise of
options to purchase Common Stock.
(c) The responses set forth in Item 4 are incorporated herein.
(d) The Principal Stockholders shall have the right to receive,
pro rata, based on their percentage ownership of the Subject
Shares, dividends, if any, and the proceeds from any sale of
the Common Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The responses set forth in Item 4 and Item 5 are incorporated
herein.
Pursuant to the Voting Agreements, each of the Principal
Stockholders has irrevocably granted to and appointed Carlisle
its or his true and lawful proxy and attorney-in-fact, with
full power of substitution, for and in the name, place and
stead of such Principal Stockholder, to vote the shares of
Common Stock held by such Principal Stockholder in favor of
the Merger and the Definitive Agreement.
Each Principal Stockholder has also agreed, until the earlier
of (i) six months from the expiration of the Target Date, (ii)
the effectiveness of the Merger or (iii) the payment by the
Issuer or Carlisle of a termination fee referenced in the
Voting Agreements, not to, among other things: (A) sell,
transfer, pledge, hypothecate, cause to be redeemed or
otherwise dispose of any of its or his shares of Common Stock
or grant any proxy or interest in or with respect to such
shares or deposit such shares into a voting trust or enter
into a voting agreement or arrangement with respect to such
shares or (B) solicit, directly or indirectly, any inquiries
or making of any proposal with respect to, or engage in
negotiations concerning, provide any confidential information
or data to, or have any discussions with, any person relating
to, any acquisition, business combination or purchase of all
or a significant portion of the assets, stock or business of
the Issuer.
Page 5 of 35 Pages
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The foregoing description of the Voting Agreements is
qualified in its entirety by reference to the text of such
agreement, which is filed as an exhibit to this Schedule 13D
and is incorporated by reference herein.
Item 7. MATERIAL TO BE FILED AS EXHIBIT.
(a) Letter of Intent, dated as of August 4, 1999, by and between
Carlisle Companies Incorporated and Titan International, Inc.
(b) Voting Agreement dated as of August 4, 1999, by and between
Carlisle and MascoTech, Inc.
(c) Voting Agreement dated as of August 4, 1999, by and between
Carlisle and 399 Venture Partners, Inc.
(d) Voting Agreement dated as of August 4, 1999, by and between
Carlisle and Maurice M. Taylor.
(e) Voting Agreement dated as of August 4, 1999, by and between
Carlisle and Anthony L. Soave.
Page 6 of 35 Pages
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
1 Letter of Intent, dated as of August 4, 1999, by and between
Carlisle Companies Incorporated and Titan International, Inc.
2 Voting Agreement dated as of August 4, 1999, by and between
Carlisle and MascoTech, Inc.
3 Voting Agreement dated as of August 4, 1999, by and between
Carlisle and 399 Venture Partners, Inc.
4 Voting Agreement dated as of August 4, 1999, by and between
Carlisle and Maurice M. Taylor.
5 Voting Agreement dated as of August 4, 1999, by and between
Carlisle and Anthony L. Soave.
</TABLE>
Page 7 of 35 Pages
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SIGNATURE
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: August 12, 1999.
CARLISLE COMPANIES INCORPORATED
By: /s/ JOHN S. BARSANTI
-------------------------------------------
Name: John S. Barsanti
Title: Vice President and Chief Financial
Officer
Page 8 of 35 Pages
<PAGE>
EXHIBIT 1
Carlisle Companies Incorporated
250 South Clinton Street
Syracuse, New York 13202
August 4, 1999
CONFIDENTIAL
Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301
Attention: Maurice M. Taylor, Jr.,
President and Chief Executive Officer
Dear Mr. Taylor:
This letter (this "Letter") will confirm the discussions
between Carlisle Companies Incorporated ("Buyer") and Titan International, Inc.
("Seller"), with respect to the proposed merger (the "Merger") involving Seller
and an entity to be formed by Buyer (the "Merger Sub"). The Merger shall be made
upon the following terms and subject to the following conditions:
1. PRICE AND STRUCTURE OF THE TRANSACTION.
Subject to the terms and conditions set forth herein, on the
Closing Date (as defined below), the Merger Sub and Seller shall engage in a
merger qualifying as a "tax-free" reorganization under Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"). Upon consummation of the
Merger, each share of common stock, no par value ("Seller Common Stock"), of
Seller issued and outstanding immediately prior to the Merger shall be converted
into right to receive the fraction of one share of common stock, par value $1.00
per share ("Buyer Common Stock"), of Buyer (the "Exchange Ratio") equal to the
quotient obtained by dividing (i) $17 by (ii) the average of the closing price
per share of Buyer Common Stock on the New York Stock Exchange ("NYSE") (as
reported in THE WALL STREET JOURNAL) on each of the 15 consecutive trading days
immediately preceding the second trading day prior to the actual date of the
special meeting of Buyer's stockholders with respect to the transactions
contemplated by the Merger (the "Average Closing Price"); PROVIDED, HOWEVER,
that the Exchange Ratio shall be no less than .3242 and no more than .3652, even
if the Average Closing Price exceeds $52.43 or is less than $46.55,
respectively. In the event that the Average Closing Price is (i) less than
$40.00, Seller may, at its option, terminate the Merger or (ii) greater than
$60.00, Buyer may, at its option, terminate the Merger, in each case without
further liability to the other party. The Exchange Ratio shall be calculated and
rounded to the nearest 1/10,000th of a decimal place. No
Page 9 of 35 Pages
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fractional shares of Buyer Common Stock shall be issued pursuant to the Merger.
In lieu of the issuance of any fractional share of Buyer Common Stock pursuant
to the Merger, cash adjustments shall be paid to holders in respect of any
fractional shares of Buyer Common Stock that would otherwise be issuable, and
the amount of such cash adjustment shall be equal to the product of such
fractional amount and the Average Closing Price of Buyer Common Stock for the
first five trading days commencing on and immediately following the Closing
Date.
Upon consummation of the Merger, all obligations of Seller
under issued and outstanding options, warrants and other rights to acquire or
receive Seller Common Stock (the "Seller Options") shall be transferred to and
assumed by Buyer as options to purchase shares of Buyer Common Stock. Following
the effective time of the transactions contemplated by the Merger (the
"Effective Time"), each such Seller Option shall be exercisable upon the same
terms and conditions as then are applicable to such Seller Option, except that
(i) each such Seller Option shall be exercisable for that number of shares of
Buyer Common Stock equal to the product obtained by multiplying the number of
shares of Seller Common Stock that were issuable upon exercise in full of such
assumed Seller Option immediately prior to the Effective Time by the Exchange
Ratio, rounded down to the nearest whole number of shares of Buyer Common Stock
and (ii) the per share exercise price for the shares of Buyer Common Stock
issuable upon exercise of such Seller Option shall be equal to the quotient
obtained by dividing the exercise price per share of Seller Common Stock at
which such Seller Option were exercisable immediately prior to the Effective
Time by the Exchange Ratio, rounded up to the nearest whole cent. Seller and
Buyer shall cooperate and take all actions that are reasonably necessary and
within Seller's control to (A) comply with the provisions of this paragraph and
(B) avoid any "excess parachute payment" (as contemplated by Section 280G of the
Code) with respect to such options.
2. SIGNING AND CLOSING.
The closing of the Merger shall be held as soon as practicable
following the execution and delivery of a definitive merger agreement (the
"Definitive Agreement"), at a time and place to be mutually agreed upon by
Seller and Buyer (the "Closing Date"). The parties agree to work diligently and
in good faith toward the execution and delivery of the Definitive Agreement
within 45 days of the date hereof (the "Target Date"). The consummation of the
Merger shall be subject to and conditioned upon, among other things, (i) the
execution of a mutually acceptable Definitive Agreement and the compliance with
or satisfaction or waiver of the terms and conditions thereof on or before the
Closing Date; (ii) the completion of due diligence investigation by Seller and
Buyer as described further in paragraph 3 below; (iii) the receipt of all
material consents and approvals, including from regulatory agencies (domestic or
foreign), necessary to consummate the Merger in conformity with applicable law
(domestic or foreign), agreements and orders (domestic or foreign) without the
necessity of making any changes to the business of Buyer or Seller as they
currently exist; (iv) the approval of the Board of Directors and stockholders of
each of Seller and Buyer of the Definitive Agreement and the transactions
contemplated thereby; (v) the Merger qualifying as a "pooling-of-interests"
transaction in accordance with Opinion 16 of the Accounting Principles Board and
the receipt by Buyer of (A) a favorable determination by the Securities and
Exchange Commission (the "SEC") to the effect that the Merger qualifies as a
"pooling-of-interest" transaction and (B) a "pooling opinion" issued by Buyer's
independent auditors in form and substance satisfactory to Buyer dated the date
of the Registration Statement on Form S-4 (the "Form S-4") and confirmed in
writing at the Effective Time; (vi) the Form S-4 shall have become effective in
accordance with the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), and no stop order shall have been issued by the SEC with
respect thereto; (vii) the shares of Buyer Common Stock
Page 10 of 35 Pages
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issuable in connection with the Merger shall have been approved for listing on
the NYSE, subject only to official notice of issuance; and (viii) the absence of
any changes having or reasonably likely to have a material adverse effect on the
business, properties, operations, prospects or conditions (financial or
otherwise) of Seller and its subsidiaries, or Buyer and its subsidiaries, in
each case, taken as a whole. The shares of Buyer Common Stock to be delivered in
connection with the Merger shall be registered with the SEC pursuant to the Form
S-4. The Form S-4, which shall include the joint proxy statement/prospectus of
Seller and Buyer, shall be mailed to all of the stockholders of Seller and Buyer
in connection with their approval of the transactions contemplated by the
Merger.
3. ACCESS TO FACILITIES; DUE DILIGENCE.
From the date hereof to the Expiration Date (as defined in
Paragraph 14), each of Seller and Buyer and their respective attorneys,
consultants, accountants, lenders and authorized representatives (collectively,
the "Representatives"), upon reasonable notice to the other party, shall be
afforded full access to the all properties, books, contracts, commitments,
records, personnel, agents and representatives of the other party in order to
permit it to conduct its due diligence investigation of the other party. It is
anticipated that this investigation will include an examination and assessment
of future business prospects of the respective parties, including a review of
strategic plans, products and financial forecasts. Following receipt of all
necessary approvals under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, Buyer and its Representatives shall also be permitted to
contact suppliers, customers and others having business relations with Seller in
connection with such investigation upon reasonable prior notice to Seller.
4. CONDUCT OF BUSINESS PENDING CLOSING.
From the date hereof until the Expiration Date, Seller shall
continue to operate its business in the usual and ordinary course (including,
without limitation, the payment of dividends in accordance with past practice),
shall refrain from entering into any material contracts or agreements, other
than in accordance with past practice, making any material capital expenditures
(not approved by Seller's Board of Director prior to the date hereof) or
significant organizational or personnel changes (including the sale or purchase
of any significant assets or business segments, other than in the ordinary
course) and shall use all reasonable efforts to preserve the goodwill of its
customers, employees, independent contractors, suppliers and others with whom
Seller has business relations.
5. NO SOLICITATION.
For the period from the date hereof until the Target Date, or
such longer period as the parties hereto may agree in writing (the
"Nonsolicitation Period"), Seller and each of its officers, directors,
attorneys, accountants and other representatives acting within the scope of
their authority shall refrain, directly or indirectly, from soliciting,
initiating, inducing or otherwise encouraging (i) inquiries or proposals from,
(ii) an offer to be made by or (iii) discussions with any party other than Buyer
with respect to the sale of any of the capital stock or business of Seller or
any of its assets (other than sales of assets in ordinary course of business).
Notwithstanding the foregoing provisions of this paragraph 5, Seller's Board of
Directors shall be free to take any action or authorize the taking of any action
with respect to unsolicited (and only unsolicited) inquiries, proposals or
offers, including, without limitation, responding thereto and providing
information to third parties in connection therewith, as may be required in the
exercise of their fiduciary duties to Seller or its stockholders; PROVIDED,
HOWEVER, that, as a condition to taking any
Page 11 of 35 Pages
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such action, Seller must have received from any such third party an executed
confidentiality agreement in customary form on terms not less favorable to
Seller than the confidentiality provisions set forth in that certain
Confidentiality Agreement, dated the date hereof, by and between Seller and
Buyer (the "Confidentiality Agreement"). Seller shall promptly inform Buyer in
writing of any such inquiry (including the name of any such third party). The
foregoing shall in no way limit Seller's obligations to Buyer hereunder,
including, without limitation, under paragraph 10 below.
6. DEFINITIVE AGREEMENT.
The obligations of Seller and Buyer are expressly subject to
the negotiation and execution of the Definitive Agreement in form and substance
satisfactory to each party and their respective counsel. The Definitive
Agreement shall contain representations, warranties, covenants, agreements,
conditions, termination provisions and indemnities as are customary in public
merger agreements of this type.
7. VOTING AGREEMENT.
Seller acknowledges that in order to insure that the Merger
will be consummated as intended and as an inducement to Buyer entering into this
Letter, each of MascoTech., Inc., 399 Venture Partners, Inc., Maurice M. Taylor,
Jr. and Anthony L. Soave (the "Granting Stockholders"), holding in the aggregate
approximately 37% of all the issued and outstanding shares of Seller Common
Stock, shall execute and deliver to Buyer a voting agreement/irrevocable proxy
(the "Voting Agreement") in the form attached hereto as EXHIBIT A upon Seller's
execution of this Letter.
8. CONFIDENTIALITY.
In the event of the termination of this Letter or the
transactions contemplated hereby, all information acquired by either party or
their respective employees, agents or Representatives of the business of the
other party hereto shall be held in accordance with the terms and provisions of
the Confidentiality Agreement, which terms and provisions are incorporated
herein in their entirety and constitute a part hereof.
9. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Each of Seller and Buyer represents and warrants to the other
that its most recent Annual Report on Form 10-K and each report or document
filed with the SEC since such date (which constitute all of the documents and
reports such party was required to file with the SEC since such date) as of
their respective dates ("Public Filings"), complied in all material respects
with the applicable requirements of the Securities Act, the Securities Exchange
Act of 1934, as amended, and the rules and regulations under each such Act, and
none of such filings contained as of such date any untrue statement of a
Material fact or omitted to state a Material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. To the best of each party's knowledge,
since March 31, 1999, neither Seller nor Buyer has incurred any undisclosed
Material liability or obligation of any kind. For the purposes of this paragraph
9, "Material" shall mean material to Seller or Buyer, as the case may be, and
their respective subsidiaries taken as a whole.
Each party agrees to take all such actions as may be required
under its charter documents and the laws of its jurisdiction of incorporation to
facilitate the consummation of the
Page 12 of 35 Pages
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Merger, including, without limitation, obtaining all approvals and consents as
may be required under relevant control share acquisition statutes or similar
laws.
10. TERMINATION FEE.
If (i) prior to the Expiration Date, Seller enters into an
agreement or series of agreements with a third party or its affiliates, for the
sale (without regard to the form of sale) of all or a substantial portion of the
assets, stock or business of Seller, with any party other than Buyer, or
breaches its obligations set forth in paragraph 5 above or (ii) within six
months of the Expiration Date, Seller enters into an agreement or series of
agreements with a third party or its affiliates, for the sale (without regard to
the form of sale) of all or a substantial portion of the assets, stock or
business of Seller, then upon execution and delivery of any such agreement
contemplated by clause (i) or (ii) above or a breach of paragraph 5 above,
Seller shall (unless Buyer shall have breached its representations and
warranties provided in paragraph 9 above) pay to Buyer a termination fee of
$20,000,000 in cash, as liquidated damages.
If prior to the Expiration Date, Buyer determines not to enter
into the Definitive Agreement, other than as a result of (i) discovery during
its due diligence investigation of facts, circumstances or events which have had
or could have a material adverse effect on the (A) the business, properties,
operations, prospects or condition (financial or otherwise) of Seller and its
subsidiaries, taken as a whole, which are not set forth in Seller's Public
Filings in reasonable detail or (B) the ability of Seller to perform or meet its
obligations under or pursuant to the Merger Agreement or the Granting
Stockholders under or pursuant to the Voting Agreements (ii) the failure (A) of
Buyer and Seller to, in good faith, reach an agreement with respect to the terms
and conditions of the Definitive Agreement prior to the Expiration Date or (B)
of the conditions to Buyer's consummation of the Merger contemplated hereby or
in the Definitive Agreement to be met or (iii) a breach by Seller or any of its
affiliates, employees or Representatives of any provision of the Letter,
including, without limitation, the provisions of paragraph 5 above or Seller's
representations and warranties provided in paragraph 9 above, Buyer shall,
promptly following the Expiration Date, pay to Seller a termination fee of
$5,000,000, as liquidated damages. Notwithstanding any provision of the first
paragraph of this paragraph 10, in the event Buyer is obligated to pay Seller
such $5,000,000 termination fee then from and after such time Seller shall no
longer be obligated under the provisions of the first paragraph of this
paragraph 10.
11. EXPENSES.
Except as provided in paragraph 10, each party will pay its
own professional fees and expenses in connection with the Merger.
12. PUBLIC DISCLOSURE.
The parties shall consult with each other and agree on the
desirability, timing and substance of any press release or public announcement
or publicity statement or other disclosures to the public relating to the
proposed transaction. Subject to applicable law, neither of the parties shall
issue such public disclosure without the prior agreement of the other party
hereto as to the time of the issuance, extent of distribution and form and
substance of such public disclosure; PROVIDED, HOWEVER, that immediately
following the execution and delivery of this Letter the parties shall issue a
joint press release in the form of EXHIBIT B hereto.
Page 13 of 35 Pages
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13. EFFECT OF THIS LETTER.
Except for the provisions of paragraphs 3, 5, 7, 8, 10, 11 and
12 above, this paragraph 13 and paragraphs 15 and 16 below, this Letter is not
intended to be and is not a binding contract between us, but is a statement of
our good faith, mutual intent and understanding as of this date to proceed with
the Merger contemplated hereby on the terms outlined in this Letter. With
respect to provisions hereof other than paragraphs 3, 5, 7, 8, 10, 11 and 12
above, this paragraph 13 and paragraphs 15 and 16 below, the parties will be
jointly bound only in accordance with the terms and conditions contained in the
executed Definitive Agreement.
14. EXPIRATION.
This Letter (other than the provisions of paragraphs 8, 10 and
11 above) shall expire upon the termination of the Nonsolicitaion Period set
forth in paragraph 5 above (the "Expiration Date").
15. CERTAIN STATE LAW MATTERS.
Seller hereby represents and warrants to Buyer that it has
taken all such actions required by law or its Certificate of Incorporation or
Bylaws so that no state takeover, control share acquisition or other law
(including, without limitation, under the Illinois Business Corporation Act)
that purports to limit or restrict mergers or other business combinations or the
ability to acquire or vote shares are applicable to any of (i) the execution of
this Letter, the Definitive Agreement or the Voting Agreements, (ii) the Merger
or (iii) the transactions contemplated by the Merger, the Voting Agreements or
hereby.
16. MISCELLANEOUS.
This Letter (i) may be executed in counterparties, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same document and (ii) shall be construed in accordance with the laws of
the State of New York without regard to the conflict of law principles thereof.
Page 14 of 35 Pages
<PAGE>
Please indicate your agreement with the terms and conditions
of this Letter and your good faith intention to enter into a Definitive
Agreement by signing and returning one copy of this Letter to the undersigned,
whereupon we shall proceed promptly with the preparation of a Definitive
Agreement.
We look forward to working with you toward a successful
closing.
Very truly yours,
CARLISLE COMPANIES INCORPORATED
By: /s/ STEPHEN P. MUNN
--------------------------------------
Name: Stephen P. Munn
Title: Chairman and Chief Executive
Officer
Agreed to this 4th day of
August, 1999
TITAN INTERNATIONAL, INC.
By: /s/ MAURICE M. TAYLOR, JR.
--------------------------------------
Name: Maurice M. Taylor, Jr.
Title: President and Chief Executive Officer
Page 15 of 35 Pages
<PAGE>
EXHIBIT 2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of August
4,1999 by and between Carlisle Companies Incorporated ("Buyer") and MascoTech,
Inc. (the "Stockholder").
WHEREAS, Titan International, Inc. ("Seller") and Buyer have
entered into a letter of intent (the "Letter of Intent") providing for the
merger, subject to Seller and Buyer entering into a definitive merger agreement
(the "Merger Agreement") as provided in the Letter of Intent, of a wholly-owned
subsidiary of Buyer with and into Seller in a "tax-free" reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended (the "Merger");
WHEREAS, as of the date hereof, the Stockholder beneficially
owns 3,315,852 shares (the "Subject Shares") of common stock, no par value
("Seller Common Stock"), of Seller; and
WHEREAS, as a condition to its willingness to enter into the
Letter of Intent, Buyer has requested that the Stockholder enter into, and the
Stockholder has agreed to enter into, this Agreement pursuant to which the
Stockholder shall, among other thing, vote in favor of the Merger.
NOW, THEREFORE, to induce Buyer to enter into, and in
consideration of its entering into, the Letter of Intent and in consideration of
the promises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. GRANT OF IRREVOCABLE PROXY. Without in any way limiting the
Stockholder's right to vote the Subject Shares in its sole discretion on any
other matters that may be submitted to a stockholder vote, consent or other
approval (including written consent), effective upon the approval of the Merger
Agreement by Seller's Board of Directors, the Stockholder hereby irrevocably
grants to and appoints Buyer the Stockholder's true and lawful proxy and
attorney-in-fact, with full power of substitution, for and in the name, place
and stead of the Stockholder, to vote the Subject Shares in favor of the Merger
Agreement and the Merger. The Stockholder hereby affirms that the irrevocable
proxy set forth in this paragraph 1 is given in connection with the execution of
the Letter of Intent, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked. The Stockholder hereby
ratifies and confirms that such irrevocable proxy may lawfully do or cause to be
done by virtue hereof.
2. COVENANTS OF STOCKHOLDER WITH RESPECT TO THE MERGER. The
Stockholder shall not, except as contemplated by this Agreement, directly or
indirectly, sell, transfer, assign, pledge, hypothecate, cause to be redeemed or
otherwise dispose of any of the Subject Shares or grant any proxy or interest in
or with respect to such Subject Shares or deposit such Subject Shares into a
voting trust or enter into a voting agreement or arrangement with respect to
such Subject Shares. The Stockholder further covenants and agrees that until
this Agreement is terminated in accordance with the terms of paragraph 6 hereof,
the Stockholder shall not initiate
Page 16 of 35 Pages
<PAGE>
or solicit, directly or indirectly, any inquiries or the making of any proposal
with respect to, or engage in negotiations concerning, provide any confidential
information or data to, or have any discussions with, any person relating to,
any acquisition, business combination or purchase of all or any significant
portion of the assets, stock or business of Seller.
3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. The
Stockholder hereby represents and warrants to Buyer as of the date hereof in
respect of itself as follows:
(a) The Stockholder has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes a valid and binding obligation of
the Stockholder enforceable against the Stockholder in accordance with its
terms. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, result in any violation of, or constitute
(with or without notice of lapse of time or both) default under, any provision
of the Certificate of Incorporation or Bylaws of the Stockholder or any material
trust agreement, loan or credit agreement, bond, note, mortgage, indenture,
lease or other contract, agreement, obligation, commitment, arrangement,
understanding, instrument, permit, concession, franchise or license or any
statute, law, ordinance, rule, regulation, judgment, order, notice or decree
applicable to the Stockholder or to any of the Stockholder's property or assets.
(b) The Stockholder is the record and beneficial owner of, and
has good and marketable title to, the Subject Shares, free and clear of any
liens whatsoever. The Stockholder does not own, of record or beneficially, any
shares of capital stock of Seller other than the Subject Shares. The Stockholder
has the sole right to vote such Subject Shares, and none of such Subject Shares
is subject to any voting trust or other agreement, arrangement or restriction
with respect to the voting of such Subject Shares, except as contemplated by
this Agreement.
4. CERTAIN EVENTS. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Subject Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Subject Shares shall pass, whether by operation of law or otherwise, including
the Stockholder's successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of Seller affecting Seller Commons Stock, or the acquisition of
additional shares of Seller Common Stock or other voting securities of Seller by
the Stockholder, the number of Subject Shares shall be adjusted appropriately
and this Agreement and the obligations hereunder shall attach to any additional
shares of Seller Commons Stock or other voting securities of Seller issued to or
acquired by the Stockholder.
5. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by the Stockholder, on the
one hand, without the prior written consent of Buyer nor by Buyer, on the other
hand, without the prior written consent of the Stockholder. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and assigns.
6. TERMINATION. This Agreement shall terminate, and the
provisions hereof shall be of no further force or effect upon earlier (a) six
months from the expiration date of the Target Date (as defined in the Letter of
Intent), (b) the Effective Time of the Merger or (c) the payment by Seller to
Buyer of the $20,000,000 termination fee or Buyer to Seller of the $5,000,000
termination fee, as the case may be, as provided in paragraph 10 of the Letter
of Intent.
Page 17 of 35 Pages
<PAGE>
7. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given as follows:
if to the Stockholder:
MascoTech, Inc.
21001 Van Born Road
Taylor, MI 18180
Attn.: Mr. David B. Liner
with a copy to:
Bodman, Longley & Dahling LLP
100 Renaissance Center
34th Floor
Detroit, Michigan 48243
Attn.: Robert J. Diehl, Jr.
if to Buyer:
250 South Clinton Street
Suite 201
Syracuse, New York 13202
Attn: General Counsel
with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attn: Douglas L. Getter
(c) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been signed
by each of the parties and delivered to the other parties.
(d) ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof (provided that this Agreement shall in no
way alter or otherwise modify the Letter Agreement) and (ii) is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
(e) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
Page 18 of 35 Pages
<PAGE>
(f) ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions, without the necessity of posting a bond or other security, to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity. Without limiting the generality of
the foregoing, the parties hereto expressly agree that the obligations of the
Stockholder set forth in paragraph 2 hereof shall be subject to the foregoing
provisions of this paragraph 8(f).
(g) SEVERABILITY. In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement shall continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as to
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with valid and
enforceable provision that will achieve, to the fullest extent possible, the
original intent of the parties.
Page 19 of 35 Pages
<PAGE>
IN WITNESS WHEREOF, Buyer and the Stockholder have caused this
Agreement to be duly executed on the date first above written.
MASCOTECH, INC.
/s/ DAVID B. LINER
------------------------------------------------
Name: David B. Liner
Title: Vice President and General Counsel
CARLISLE COMPANIES INCORPORATED
By: /s/ JOHN S. BARSANTI
-------------------------------------------
Name: John S. Barsanti
Title: Vice President and Chief Financial
Officer
Page 20 of 35 Pages
<PAGE>
EXHIBIT 3
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of August
4,1999 by and between Carlisle Companies Incorporated ("Buyer") and 399 Venture
Partners, Inc. (the "Stockholder").
WHEREAS, Titan International, Inc. ("Seller") and Buyer have
entered into a letter of intent (the "Letter of Intent") providing for the
merger, subject to Seller and Buyer entering into a definitive merger agreement
(the "Merger Agreement") as provided in the Letter of Intent, of a wholly-owned
subsidiary of Buyer with and into Seller in a "tax-free" reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended (the "Merger");
WHEREAS, as of the date hereof, the Stockholder beneficially
owns 2,031,112 shares (the "Subject Shares") of common stock, no par value
("Seller Common Stock"), of Seller; and
WHEREAS, as a condition to its willingness to enter into the
Letter of Intent, Buyer has requested that the Stockholder enter into, and the
Stockholder has agreed to enter into, this Agreement pursuant to which the
Stockholder shall, among other thing, vote in favor of the Merger.
NOW, THEREFORE, to induce Buyer to enter into, and in
consideration of its entering into, the Letter of Intent and in consideration of
the promises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. GRANT OF IRREVOCABLE PROXY. Without in any way limiting the
Stockholder's right to vote the Subject Shares in its sole discretion on any
other matters that may be submitted to a stockholder vote, consent or other
approval (including written consent), the Stockholder hereby irrevocably grants
to and appoints Buyer the Stockholder's true and lawful proxy and
attorney-in-fact, with full power of substitution, for and in the name, place
and stead of the Stockholder, to vote the Subject Shares in favor of the Merger
Agreement and the Merger. The Stockholder hereby affirms that the irrevocable
proxy set forth in this paragraph 1 is given in connection with the execution of
the Letter of Intent, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked. The Stockholder hereby
ratifies and confirms that such irrevocable proxy may lawfully do or cause to be
done by virtue hereof.
2. COVENANTS OF STOCKHOLDER WITH RESPECT TO THE MERGER.
(a) Without in any way limiting the Stockholder's right to
vote the Subject Shares in its sole discretion on any other matters that may be
submitted to a stockholder vote, consent or other approval (including by written
consent) , at any meeting of the stockholders of Seller called upon to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including
written consent) with respect to the Merger and the Merger Agreement is sought,
the Stockholder
Page 21 of 35 Pages
<PAGE>
shall vote (or cause to be voted) the Subject Shares (which shares may be
greater or less the number of shares as of the date hereof) in favor of the
Merger, the approval and adoption by Seller of the Merger Agreement and approval
of the other transactions contemplated by the Merger Agreement.
(b) The Stockholder shall not, except as contemplated by this
Agreement, directly or indirectly, sell, transfer, assign, pledge, hypothecate,
cause to be redeemed or otherwise dispose of any of the Subject Shares or grant
any proxy or interest in or with respect to such Subject Shares or deposit such
Subject Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Subject Shares. The Stockholder further
covenants and agrees that until this Agreement is terminated in accordance with
the terms of paragraph 6 hereof, the Stockholder shall not initiate or solicit,
directly or indirectly, any inquiries or the making of any proposal with respect
to, or engage in negotiations concerning, provide any confidential information
or data to, or have any discussions with, any person relating to, any
acquisition, business combination or purchase of all or any significant portion
of the assets, stock or business of Seller.
3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. The
Stockholder hereby represents and warrants to Buyer as of the date hereof in
respect of itself as follows:
(a) The Stockholder has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes a valid and binding obligation of
the Stockholder enforceable against the Stockholder in accordance with its
terms. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, result in any violation of, or constitute
(with or without notice of lapse of time or both) default under, any provision
of the Certificate of Incorporation or Bylaws of the Stockholder or any material
trust agreement, loan or credit agreement, bond, note, mortgage, indenture,
lease or other contract, agreement, obligation, commitment, arrangement,
understanding, instrument, permit, concession, franchise or license or any
statute, law, ordinance, rule, regulation, judgment, order, notice or decree
applicable to the Stockholder or to any of the Stockholder's property or assets.
(b) The Stockholder is the record and beneficial owner of, and
has good and marketable title to, the Subject Shares, free and clear of any
liens whatsoever. The Stockholder does not own, of record or beneficially, any
shares of capital stock of Seller other than the Subject Shares. The Stockholder
has the sole right to vote such Subject Shares, and none of such Subject Shares
is subject to any voting trust or other agreement, arrangement or restriction
with respect to the voting of such Subject Shares, except as contemplated by
this Agreement.
4. CERTAIN EVENTS. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Subject Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Subject Shares shall pass, whether by operation of law or otherwise, including
the Stockholder's successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of Seller affecting Seller Commons Stock, or the acquisition of
additional shares of Seller Common Stock or other voting securities of Seller by
the Stockholder, the number of Subject Shares shall be adjusted appropriately
and this Agreement and the obligations hereunder shall attach to any additional
shares of Seller Commons Stock or other voting securities of Seller issued to or
acquired by the Stockholder.
Page 22 of 35 Pages
<PAGE>
5. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by the Stockholder, on the
one hand, without the prior written consent of Buyer nor by Buyer, on the other
hand, without the prior written consent of the Stockholder. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and assigns.
6. TERMINATION. This Agreement shall terminate, and the
provisions hereof shall be of no further force or effect upon earlier (a) six
months from the expiration date of the Target Date (as defined in the Letter of
Intent), (b) the Effective Time of the Merger or (c) the payment by Seller to
Buyer of the $20,000,000 termination fee or Buyer to Seller of the $5,000,000
termination fee, as the case may be, as provided in paragraph 10 of the Letter
of Intent.
7. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given as follows:
if to the Stockholder:
399 Venture Partners, Inc.
-----------------------------------
-----------------------------------
with a copy to:
Bodman, Longley & Dahling LLP
100 Renaissance Center
34th Floor
Detroit, Michigan 48243
Attn.: Robert J. Diehl, Jr.
if to Buyer:
250 South Clinton Street
Suite 201
Syracuse, New York 13202
Attn: General Counsel
with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attn: Douglas L. Getter
(c) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become
Page 23 of 35 Pages
<PAGE>
effective when one or more of the counterparts have been signed by each of the
parties and delivered to the other parties.
(d) ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof (provided that this Agreement shall in no
way alter or otherwise modify the Letter Agreement) and (ii) is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
(e) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
(f) ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions, without the necessity of posting a bond or other security, to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity. Without limiting the generality of
the foregoing, the parties hereto expressly agree that the obligations of the
Stockholder set forth in paragraph 2 hereof shall be subject to the foregoing
provisions of this paragraph 8(f).
(g) SEVERABILITY. In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement shall continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as to
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with valid and
enforceable provision that will achieve, to the fullest extent possible, the
original intent of the parties.
Page 24 of 35 Pages
<PAGE>
IN WITNESS WHEREOF, Buyer and the Stockholder have caused this
Agreement to be duly executed on the date first above written.
399 VENTURE PARTNERS, INC.
/s/ RICHARD M. CASHIN
------------------------------------------------
Name: Richard M. Cashin
Title: Vice President
CARLISLE COMPANIES INCORPORATED
By: /s/ JOHN S. BARSANTI
-------------------------------------------
Name: John S. Barsanti
Title: Vice President and Chief Financial
Officer
Page 25 of 35 Pages
<PAGE>
EXHIBIT 4
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of
August 4,1999 by and between Carlisle Companies Incorporated ("Buyer") and
Maurice M. Taylor, Jr. (the "Stockholder").
WHEREAS, Titan International, Inc. ("Seller") and Buyer have
entered into a letter of intent (the "Letter of Intent") providing for the
merger, subject to Seller and Buyer entering into a definitive merger agreement
(the "Merger Agreement") as provided in the Letter of Intent, of a wholly-owned
subsidiary of Buyer with and into Seller in a "tax-free" reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended (the "Merger");
WHEREAS, as of the date hereof, the Stockholder beneficially
owns 1,734,178 shares (the "Subject Shares") of common stock, no par value
("Seller Common Stock"), of Seller; and
WHEREAS, as a condition to its willingness to enter into the
Letter of Intent, Buyer has requested that the Stockholder enter into, and the
Stockholder has agreed to enter into, this Agreement pursuant to which the
Stockholder shall, among other thing, vote in favor of the Merger.
NOW, THEREFORE, to induce Buyer to enter into, and in
consideration of his entering into, the Letter of Intent and in consideration of
the promises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. GRANT OF IRREVOCABLE PROXY. Without in any way limiting the
Stockholder's right to vote the Subject Shares in his sole discretion on any
other matters that may be submitted to a stockholder vote, consent or other
approval (including written consent), the Stockholder hereby irrevocably grants
to and appoints Buyer the Stockholder's true and lawful proxy and
attorney-in-fact, with full power of substitution, for and in the name, place
and stead of the Stockholder, to vote the Subject Shares in favor of the Merger
Agreement and the Merger. The Stockholder hereby affirms that the irrevocable
proxy set forth in this paragraph 1 is given in connection with the execution of
the Letter of Intent, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked. The Stockholder hereby
ratifies and confirms that such irrevocable proxy may lawfully do or cause to be
done by virtue hereof.
2. COVENANTS OF STOCKHOLDER WITH RESPECT TO THE MERGER.
(a) Without in any way limiting the Stockholder's right to
vote the Subject Shares in his sole discretion on any other matters that may be
submitted to a stockholder vote, consent or other approval (including by written
consent) , at any meeting of the stockholders of Seller called upon to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including
written consent) with respect to the Merger and the Merger Agreement is sought,
the Stockholder
Page 26 of 35 Pages
<PAGE>
shall vote (or cause to be voted) the Subject Shares (which shares may be
greater or less the number of shares as of the date hereof) in favor of the
Merger, the approval and adoption by Seller of the Merger Agreement and approval
of the other transactions contemplated by the Merger Agreement.
(b) The Stockholder shall not, except as contemplated by this
Agreement, directly or indirectly, sell, transfer, assign, pledge, hypothecate,
cause to be redeemed or otherwise dispose of any of the Subject Shares or grant
any proxy or interest in or with respect to such Subject Shares or deposit such
Subject Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Subject Shares. The Stockholder further
covenants and agrees that until this Agreement is terminated in accordance with
the terms of paragraph 6 hereof, the Stockholder shall not initiate or solicit,
directly or indirectly, any inquiries or the making of any proposal with respect
to, or engage in negotiations concerning, provide any confidential information
or data to, or have any discussions with, any person relating to, any
acquisition, business combination or purchase of all or any significant portion
of the assets, stock or business of Seller.
3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. The
Stockholder hereby represents and warrants to Buyer as of the date hereof in
respect of himself as follows:
(a) The Stockholder has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Stockholder
and constitutes a valid and binding obligation of the Stockholder enforceable
against the Stockholder in accordance with its terms. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, conflict
with, result in any violation of, or constitute (with or without notice of lapse
of time or both) default under, any provision of or any material trust
agreement, loan or credit agreement, bond, note, mortgage, indenture, lease or
other contract, agreement, obligation, commitment, arrangement, understanding,
instrument, permit, concession, franchise or license or any statute, law,
ordinance, rule, regulation, judgment, order, notice or decree applicable to the
Stockholder or to any of the Stockholder's property or assets.
(b) The Stockholder is the record and beneficial owner of, and
has good and marketable title to, the Subject Shares, free and clear of any
liens whatsoever. The Stockholder does not own, of record or beneficially, any
shares of capital stock of Seller other than the Subject Shares. The Stockholder
has the sole right to vote such Subject Shares, and none of such Subject Shares
is subject to any voting trust or other agreement, arrangement or restriction
with respect to the voting of such Subject Shares, except as contemplated by
this Agreement.
4. CERTAIN EVENTS. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Subject Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Subject Shares shall pass, whether by operation of law or otherwise, including
the Stockholder's successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of Seller affecting Seller Commons Stock, or the acquisition of
additional shares of Seller Common Stock or other voting securities of Seller by
the Stockholder, the number of Subject Shares shall be adjusted appropriately
and this Agreement and the obligations hereunder shall attach to any additional
shares of Seller Commons Stock or other voting securities of Seller issued to or
acquired by the Stockholder.
Page 27 of 35 Pages
<PAGE>
5. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by the Stockholder, on the
one hand, without the prior written consent of Buyer nor by Buyer, on the other
hand, without the prior written consent of the Stockholder. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and assigns.
6. TERMINATION. This Agreement shall terminate, and the
provisions hereof shall be of no further force or effect upon earlier (a) six
months from the expiration date of the Target Date (as defined in the Letter of
Intent), (b) the Effective Time of the Merger or (c) the payment by Seller to
Buyer of the $20,000,000 termination fee or Buyer to Seller of the $5,000,000
termination fee, as the case may be, as provided in paragraph 10 of the Letter
of Intent.
7. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given as follows:
if to the Stockholder:
Maurice M. Taylor, Jr.
c/o Titan International, Inc.
2701 Spruce Street,
Quincy, Illinois 62301
with a copy to:
Bodman, Longley & Dahling LLP
100 Renaissance Center
34th Floor
Detroit, Michigan 48243
Attn.: Robert J. Diehl, Jr.
if to Buyer:
250 South Clinton Street
Suite 201
Syracuse, New York 13202
Attn: General Counsel
with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attn: Douglas L. Getter
Page 28 of 35 Pages
<PAGE>
(c) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been signed
by each of the parties and delivered to the other parties.
(d) ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof (provided that this Agreement shall in no
way alter or otherwise modify the Letter Agreement) and (ii) is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
(e) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
(f) ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions, without the necessity of posting a bond or other security, to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity. Without limiting the generality of
the foregoing, the parties hereto expressly agree that the obligations of the
Stockholder set forth in paragraph 2 hereof shall be subject to the foregoing
provisions of this paragraph 8(f).
(g) SEVERABILITY. In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement shall continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as to
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with valid and
enforceable provision that will achieve, to the fullest extent possible, the
original intent of the parties.
Page 29 of 35 Pages
<PAGE>
IN WITNESS WHEREOF, Buyer and the Stockholder have caused this
Agreement to be duly executed on the date first above written.
/s/ MAURICE M. TAYLOR, JR.
------------------------------------------------
Name: Maurice M. Taylor, Jr.
Title:
CARLISLE COMPANIES INCORPORATED
By: /s/ JOHN S. BARSANTI
--------------------------------------------
Name: John S. Barsanti
Title: Vice President and Chief Financial
Officer
Page 30 of 35 Pages
<PAGE>
EXHIBIT 5
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is made as of August
4,1999 by and between Carlisle Companies Incorporated ("Buyer") and Anthony L.
Soave (the "Stockholder").
WHEREAS, Titan International, Inc. ("Seller") and Buyer have
entered into a letter of intent (the "Letter of Intent") providing for the
merger, subject to Seller and Buyer entering into a definitive merger agreement
(the "Merger Agreement") as provided in the Letter of Intent, of a wholly-owned
subsidiary of Buyer with and into Seller in a "tax-free" reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended (the "Merger");
WHEREAS, as of the date hereof, the Stockholder beneficially
owns 691,800 shares (the "Subject Shares") of common stock, no par value
("Seller Common Stock"), of Seller; and
WHEREAS, as a condition to its willingness to enter into the
Letter of Intent, Buyer has requested that the Stockholder enter into, and the
Stockholder has agreed to enter into, this Agreement pursuant to which the
Stockholder shall, among other thing, vote in favor of the Merger.
NOW, THEREFORE, to induce Buyer to enter into, and in
consideration of his entering into, the Letter of Intent and in consideration of
the promises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. GRANT OF IRREVOCABLE PROXY. Without in any way limiting the
Stockholder's right to vote the Subject Shares in his sole discretion on any
other matters that may be submitted to a stockholder vote, consent or other
approval (including written consent), the Stockholder hereby irrevocably grants
to and appoints Buyer the Stockholder's true and lawful proxy and
attorney-in-fact, with full power of substitution, for and in the name, place
and stead of the Stockholder, to vote the Subject Shares in favor of the Merger
Agreement and the Merger. The Stockholder hereby affirms that the irrevocable
proxy set forth in this paragraph 1 is given in connection with the execution of
the Letter of Intent, and that such irrevocable proxy is given to secure the
performance of the duties of the Stockholder under this Agreement. The
Stockholder hereby further affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked. The Stockholder hereby
ratifies and confirms that such irrevocable proxy may lawfully do or cause to be
done by virtue hereof.
2. COVENANTS OF STOCKHOLDER WITH RESPECT TO THE MERGER.
(a) Without in any way limiting the Stockholder's right to
vote the Subject Shares in his sole discretion on any other matters that may be
submitted to a stockholder vote, consent or other approval (including by written
consent) , at any meeting of the stockholders of Seller called upon to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including
written consent) with respect to the Merger and the Merger Agreement is sought,
the Stockholder
Page 31 of 35 Pages
<PAGE>
shall vote (or cause to be voted) the Subject Shares (which shares may be
greater or less the number of shares as of the date hereof) in favor of the
Merger, the approval and adoption by Seller of the Merger Agreement and approval
of the other transactions contemplated by the Merger Agreement.
(b) The Stockholder shall not, except as contemplated by this
Agreement, directly or indirectly, sell, transfer, assign, pledge, hypothecate,
cause to be redeemed or otherwise dispose of any of the Subject Shares or grant
any proxy or interest in or with respect to such Subject Shares or deposit such
Subject Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Subject Shares. The Stockholder further
covenants and agrees that until this Agreement is terminated in accordance with
the terms of paragraph 6 hereof, the Stockholder shall not initiate or solicit,
directly or indirectly, any inquiries or the making of any proposal with respect
to, or engage in negotiations concerning, provide any confidential information
or data to, or have any discussions with, any person relating to, any
acquisition, business combination or purchase of all or any significant portion
of the assets, stock or business of Seller.
3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. The
Stockholder hereby represents and warrants to Buyer as of the date hereof in
respect of himself as follows:
(a) The Stockholder has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Stockholder
and constitutes a valid and binding obligation of the Stockholder enforceable
against the Stockholder in accordance with its terms. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, conflict
with, result in any violation of, or constitute (with or without notice of lapse
of time or both) default under, any provision of or any material trust
agreement, loan or credit agreement, bond, note, mortgage, indenture, lease or
other contract, agreement, obligation, commitment, arrangement, understanding,
instrument, permit, concession, franchise or license or any statute, law,
ordinance, rule, regulation, judgment, order, notice or decree applicable to the
Stockholder or to any of the Stockholder's property or assets.
(b) The Stockholder is the record and beneficial owner of, and
has good and marketable title to, the Subject Shares, free and clear of any
liens whatsoever. The Stockholder does not own, of record or beneficially, any
shares of capital stock of Seller other than the Subject Shares. The Stockholder
has the sole right to vote such Subject Shares, and none of such Subject Shares
is subject to any voting trust or other agreement, arrangement or restriction
with respect to the voting of such Subject Shares, except as contemplated by
this Agreement.
4. CERTAIN EVENTS. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Subject Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Subject Shares shall pass, whether by operation of law or otherwise, including
the Stockholder's successors. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of Seller affecting Seller Commons Stock, or the acquisition of
additional shares of Seller Common Stock or other voting securities of Seller by
the Stockholder, the number of Subject Shares shall be adjusted appropriately
and this Agreement and the obligations hereunder shall attach to any additional
shares of Seller Commons Stock or other voting securities of Seller issued to or
acquired by the Stockholder.
Page 32 of 35 Pages
<PAGE>
5. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by the Stockholder, on the
one hand, without the prior written consent of Buyer nor by Buyer, on the other
hand, without the prior written consent of the Stockholder. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and assigns.
6. TERMINATION. This Agreement shall terminate, and the
provisions hereof shall be of no further force or effect upon earlier (a) six
months from the expiration date of the Target Date (as defined in the Letter of
Intent), (b) the Effective Time of the Merger or (c) the payment by Seller to
Buyer of the $20,000,000 termination fee or Buyer to Seller of the $5,000,000
termination fee, as the case may be, as provided in paragraph 10 of the Letter
of Intent.
7. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given as follows:
if to the Stockholder:
Anthony L. Soave
c/o Titan International, Inc.
2701 Spruce Street,
Quincy, Illinois 62301
with a copy to:
Bodman, Longley & Dahling LLP
100 Renaissance Center
34th Floor
Detroit, Michigan 48243
Attn.: Robert J. Diehl, Jr.
if to Buyer:
250 South Clinton Street
Suite 201
Syracuse, New York 13202
Attn: General Counsel
with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attn: Douglas L. Getter
Page 33 of 35 Pages
<PAGE>
(c) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been signed
by each of the parties and delivered to the other parties.
(d) ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof (provided that this Agreement shall in no
way alter or otherwise modify the Letter Agreement) and (ii) is not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
(e) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with the laws of the State of New York, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
(f) ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions, without the necessity of posting a bond or other security, to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity. Without limiting the generality of
the foregoing, the parties hereto expressly agree that the obligations of the
Stockholder set forth in paragraph 2 hereof shall be subject to the foregoing
provisions of this paragraph 8(f).
(g) SEVERABILITY. In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement shall continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as to
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with valid and
enforceable provision that will achieve, to the fullest extent possible, the
original intent of the parties.
Page 34 of 35 Pages
<PAGE>
IN WITNESS WHEREOF, Buyer and the Stockholder have caused this
Agreement to be duly executed on the date first above written.
/s/ ANTHONY L. SOAVE
------------------------------------------------
Name: Anthony L. Soave
Title:
CARLISLE COMPANIES INCORPORATED
By: /s/ JOHN S. BARSANTI
--------------------------------------------
Name: John S. Barsanti
Title: Vice President and Chief Financial
Officer
Page 35 of 35 Pages
