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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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TITAN WHEEL INTERNATIONAL, INC.
(NAME OF ISSUER)
TITAN WHEEL INTERNATIONAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
888328 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
CHERI T. HOLLEY, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TITAN WHEEL INTERNATIONAL, INC.
2701 SPRUCE STREET
QUINCY, ILLINOIS 62301
(217) 228-6011
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
ALBERT F. BENDER, III, ESQ.
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
ONE METROPOLITAN SQUARE, SUITE 2600
ST. LOUIS, MISSOURI 63102
(314) 621-5070
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FEBRUARY 25, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated February 25, 1997 relating
to the tender offer by Titan Wheel International, Inc., an Illinois corporation
(the "Company"), to purchase up to 5,000,000 shares of its common stock, no par
value per share (the "Shares"), at prices, net to the seller in cash, not
greater than $15.00 nor less than $12.50 per Share, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated February 25, 1997
(the "Offer to Purchase") and the related Letter of Transmittal (which are
herein collectively referred to as the "Offer"). Copies of such documents are
filed as Exhibits (a)(1) and (a)(2), respectively, to the Statement. Capitalized
terms used herein but not defined herein shall have the meanings assigned to
such term in the Offer to Purchase.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibit:
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(a)(10) Form of Press Release issued by the Company dated March 25,
1997.
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SIGNATURE
After due 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.
TITAN WHEEL INTERNATIONAL, INC.
By: /s/ Kent W. Hackamack
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KENT W. HACKAMACK
Vice President of Finance
and Treasurer
Dated: March 25, 1997
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INDEX TO EXHIBITS
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ITEM DESCRIPTION PAGE
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(a)(10) Form of Press Release issued by the Company, dated March 25,
1997
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[TITAN LETTERHEAD]
Exhibit 99 (a) (10)
Contact: Kent W. Hackamack
Titan Vice President of Finance
(217) 221-4330
FOR IMMEDIATE RELEASE March 25, 1997
TITAN ANNOUNCES PRELIMINARY TENDER OFFER RESULTS
Quincy, IL - Titan Wheel International, Inc. (NYSE: TWI) today announced the
preliminary results of its Dutch Auction tender offer which expired Monday,
March 24, 1997, at 12:00 midnight New York City time. The Company commenced
the tender offer on Tuesday, February 25, 1997, and announced its intention to
purchase up to five million shares at a range of $12.50 to $15 per share. The
Board of Directors believes the purchase of the shares at this time is
consistent with Titan's long term goal to increase shareholder value.
The preliminary count by Harris Trust Company of New York, depository for the
offer, indicated that 3,763,957 shares were tendered and not withdrawn at or
below $15 per share. The number of shares tendered includes 1,977,706 shares
tendered pursuant to guaranteed delivery. The Company expects to purchase all
shares tendered at a price of $15 per share.
The shares expected to be purchased represent approximately 15 percent of the
approximately 25.5 million shares of stock outstanding immediately prior to the
offer. After purchasing the shares, Titan will have approximately 21.7 million
shares of stock outstanding.
The determination of the actual number of shares to be purchased and the
purchase price are subject to final confirmation and the proper delivery of all
shares tendered and not withdrawn, including shares tendered pursuant to the
guaranteed delivery procedure.
Titan Wheel International, Inc., is a global supplier of mounted tire and wheel
systems for off-highway equipment used in agriculture, construction, mining,
military, recreation and grounds care. Titan has manufacturing and
distribution facilities throughout the United States and Europe.
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