<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
-------------------------
TITAN WHEEL INTERNATIONAL, INC.
(NAME OF ISSUER)
TITAN WHEEL INTERNATIONAL, INC.
(NAME OF PERSON(S) FILING STATEMENT)
-------------------------
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)
-------------------------
COPY TO:
ALBERT F. BENDER, III, ESQ.
ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
ONE METROPOLITAN SQUARE, SUITE 2600
ST. LOUIS, MISSOURI 63102
(314) 621-5070
-------------------------
FEBRUARY 25, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
================================================================================
<PAGE> 2
This Amendment No. 2 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 8. ADDITIONAL INFORMATION.
8(e) is hereby supplemented and amended as follows:
On March 31, 1997, the Company issued a press release announcing the
final results of the Offer which expired at 12:00 Midnight, New York City
time, on March 24, 1997 and pursuant to which the Company accepted for
payment 3,763,919 shares at a price of $15.00 per Share. The Shares
purchased pursuant to the Offer represent approximately 15 percent of the
approximately 25.5 million Shares outstanding immediately prior to the
Offer. The press release is attached hereto as Exhibit (a)(11) and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibit:
<TABLE>
<S> <C>
(a)(11) Form of Press Release issued by the Company dated March 31,
1997.
</TABLE>
<PAGE> 3
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
------------------------------------
KENT W. HACKAMACK
Vice President of Finance
and Treasurer
Dated: March 31, 1997
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM DESCRIPTION PAGE
<S> <C> <C>
(a)(11) Form of Press Release issued by the Company, dated March 31,
1997
</TABLE>
<PAGE> 1
[TITAN LETTERHEAD]
EXHIBIT 99(a)(11)
Contact: Kent W. Hackamack
Titan Vice President of Finance
(217) 221-4330
FOR IMMEDIATE RELEASE March 31, 1997
TITAN ANNOUNCES FINAL TENDER OFFER RESULTS
Quincy, IL - Titan Wheel International, Inc. (NYSE: TWI) today announced the
final results of its Dutch Auction tender offer, completed 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 final count by Harris Trust Company of New York, depository for the offer,
indicated that Titan will purchase 3,763,919 shares of its common stock at a
price of $15 per share. Harris Trust Company will promptly issue payment for
the shares accepted under the offer.
The shares repurchased under this Dutch Auction tender represent approximately
15 percent of the 25.5 million Titan common shares outstanding immediately prior
to the offer. Following this stock buy back, Titan will continue to have
authority to repurchase, under its existing stock repurchase program, an
additional 4.4 million common shares in the open market. This repurchase program
will not acquire shares in the open market prior to April 15, 1997.
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.
-end-
