<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TITAN INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C>
ILLINOIS 36-3228472
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
2701 SPRUCE STREET
QUINCY, ILLINOIS 62301
(217) 228-6011
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHERI T. HOLLEY, ESQUIRE
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TITAN INTERNATIONAL, INC.
2701 SPRUCE STREET
QUINCY, ILLINOIS 62301
(217) 228-6011
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]
If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration number of the earlier effective registration statement for the same
offering [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
This Amendment No. 1 to the Registration Statement (Registration No.
333-61743) is being filed solely to file the Company's 1994 Non-Employee
Director Stock Option Plan, as amended May 21, 1998.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses to be paid by
the Company in connection with the issuance and sale of the Common Stock being
registered.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 5,935*
Accounting fees and expenses................................ $ 3,000**
Printing Fees............................................... $ 1,500
Legal fees and expenses..................................... $20,000**
Miscellaneous............................................... $ 4,565**
-------
Total.................................................. $35,000**
</TABLE>
- -------------------------
* Actual
** Estimated for the 12-month period commencing August 1, 1998.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated under the laws of the State of Illinois.
Section 8.75 of the Illinois Business Corporation Act of 1983, as amended (the
"IBCA") and Article Eleven of the registrant's By-Laws provide for
indemnification of the Company's directors and officers and certain other
persons, and Article Five of the registrant's Articles of Incorporation provides
for a limitation of director liability. Under Section 8.75 of the IBCA,
directors and officers of the Company may be indemnified by the Company against
all expenses incurred in connection with actions (including, under certain
circumstances, derivative actions) brought against such director or officer by
reason of his or her status as a representative of the Company, or by reason of
the fact that such director or officer serves or served as a representative of
another entity at the Company's request, so long as the director or officer
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Company.
As permitted under Section 8.75 of the IBCA, the Company's By-Laws provide
that the Company shall indemnify directors and officers against all expenses
incurred in connection with actions (including derivative actions) brought
against such director or officer by reason of the fact that he or she is or was
a director or officer of the Company, or by reason of the fact that such
director or officer serves or served as an employee or agent of any entity at
the Company's request, unless the act or failure to act on the part of the
director or officer giving rise to the claim for indemnification is determined
by a court in a final, binding adjudication to have constituted willful
misconduct or recklessness.
The Company's Articles of Incorporation limit the liability of a director
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided, however, that the Articles do not
eliminate or limit director liability for any breach of the director's duty of
loyalty to the Corporation or its stockholders, for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
under Section 8.65 of the IBCA (relating to unlawful distributions), or for any
transaction from which the director derived an improper personal benefit.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
*4.1 Titan International, Inc. 1993 Stock Incentive Plan (as
amended May 21, 1998)
4.2 Titan International, Inc. 1994 Non-Employee Director Stock
Option Plan (as amended May 21, 1998)
*5 Opinion of Cheri T. Holley, Esquire
*23.1 Consent of PricewaterhouseCoopers LLP
*23.2 Consent of Cheri T. Holley, Esquire (contained in Exhibit 5)
*24 Power of Attorney (included on Signature Pages)
</TABLE>
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* Previously filed.
II-1
<PAGE> 3
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions discussed in Item 15 of this
Registration Statement, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement (notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement); and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however, that clauses
(i) and (ii) above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement; (2) that, for the purpose of
determining any liability under the Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-2
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Quincy, Illinois, on August 14, 1998.
TITAN INTERNATIONAL, INC.
By: /s/ MAURICE M. TAYLOR
------------------------------------
Maurice M. Taylor, Jr.
President and Chief Executive
Officer
(the principal executive officer)
By: /s/ KENT W. HACKAMACK
------------------------------------
Kent W. Hackamack
Vice President of Finance and
Treasurer
(the principal financial officer
and principal accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 14, 1998 by the following
persons in the capacities indicated.
/s/ MAURICE M. TAYLOR
--------------------------------------
Maurice M. Taylor, Jr.
President, Chief Executive Officer,
and Director
(the principal executive officer)
*
--------------------------------------
Erwin H. Billing, Director
*
--------------------------------------
Richard M. Cashin, Jr., Director
*
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Edward J. Campbell, Director
*
--------------------------------------
Albert J. Febbo, Director
*
--------------------------------------
Anthony L. Soave, Director
*By: /s/ KENT W. HACKAMACK
-----------------------------------
Kent W. Hackamack
Attorney-in-Fact
II-3
<PAGE> 5
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S>
4.2 Titan International, Inc. 1994 Non-Employee Director Stock
Option Plan (as amended May 21, 1998)
</TABLE>
<PAGE> 1
EXHIBIT 4.2
TITAN INTERNATIONAL, INC.
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ARTICLE I
GENERAL
1.1 Adoption. The Non-Employee Director Stock Option Plan (the
"Plan") of Titan Wheel International, Inc. (the "Company") became effective
upon its adoption by the Company's Board of Directors on March 31, 1994, but
no options may be exercised hereunder until the Plan has been approved by the
Company's stockholders.
1.2 Purpose. The Plan is designed to promote the interests of the
Company and its stockholders by using investment interests in the Company to
attract and retain highly qualified independent directors.
1.3 Administration. The Plan shall be administered by the Company
which, subject to the express provisions of the Plan, shall have the power to
construe the Plan and any agreements defining the rights and obligations of the
Company and option recipients, to resolve all questions arising thereunder, to
adopt and amend such rules and regulations for the administration thereof as it
may deem desirable, and otherwise to carry out the terms of the Plan and such
agreements. The interpretation and construction by the administrator of any
provisions of the Plan or of any option granted under the Plan shall be final.
Notwithstanding the foregoing, the administrator shall have no authority or
discretion as to the selection of persons eligible to receive options granted
under the Plan, the number of shares covered by options granted under the
Plan, the timing of such grants, or the exercise price or vesting provisions
of options granted under the Plan, which matters are specifically governed by
the provisions of the Plan.
1.4 Eligible Directors. A person shall be eligible to receive
grants of options under this Plan (an "Eligible Director") if, at the time of
the option's grant, he or she is a duly elected or appointed member of the
Company's Board of Directors, but is not and has not since the beginning of the
Company's most recently completed fiscal year been an employee of the Company
or any of its affiliates and is not otherwise eligible for selection as a
person to whom stock may be allocated or to whom stock options or stock
appreciation rights may be granted (except for non-discretionary grants)
pursuant to any plan of the Company or any of its affiliates entitling
participants therein to acquire stock, stock options, or stock appreciation
rights of the Company of any or its affiliates.
1.5 Shares of Common Stock Subject to the Plan and Grant Limit. The
shares that may be issued upon exercise of options granted under the Plan shall
be authorized and unissued shares of the Company's Common Stock or previously
issued shares of the Company's Common Stock reacquired by the Company. The
aggregate number of shares that may be issued upon exercise of options granted
under the Plan shall not exceed 400,000 shares of Common Stock, subject to
adjustment in accordance with Article III.
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<PAGE> 2
1.6 Amendment of the Plan. The Company's Board of Directors may,
insofar as permitted by law, from time to time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever that would not compromise the
ability of Eligible Directors to serve as disinterested administrators of the
Company's other employee benefit plans under section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
promulgated thereunder, except that no such amendment shall alter or impair or
diminish any rights or obligations under any option theretofore granted under
the Plan without the consent of the person to whom such option was granted. In
addition, if an amendment to the Plan would increase the number of shares
subject to the Plan (as adjusted under Article III), increase the number of
shares for which an option or options may be granted to any optionee (as
adjusted under Article III), change the class of persons eligible to receive
options under the Plan, provide for the grant of options having an exercise
price per option share less than the exercise price specified in the Plan,
extend the final date upon which options may be granted under the Plan, or
otherwise materially increase the benefits accruing to participants in a manner
not specifically contemplated herein or affect the Plan's compliance with Rule
16b-3 under the Exchange Act, the amendment shall be approved by the Company's
stockholders to the extent required to comply with Rule 16b-3 under the
Exchange Act. Under no circumstances may the provisions of the Plan that
provide for the amounts, price, and timing of options grants be amended more
than once every six months, other than to comport with changes in the Internal
Revenue Code, ERISA, or the rules thereunder. Subject to the foregoing, the
administrator may amend the Plan to comply with or take advantage of changes in
the rules promulgated by the Securities and Exchange Commission or its staff
under Section 16 of the Exchange Act.
1.7 Term of Plan. Options may be granted under the Plan until the
tenth anniversary of the effective date of the Plan, whereupon the Plan shall
terminate. No options may be granted during any suspension of this Plan or
after its termination. Notwithstanding the foregoing, each option properly
granted under the Plan shall remain in effect until such option has been
exercised or terminated in accordance with its terms and the terms of the Plan.
1.8 Restrictions. All options granted under the Plan shall be
subject to the requirement that, if at any time the Company shall determine,
in its discretion, that the listing, registration or qualification of the
shares subject to options granted under the Plan upon any securities exchange
or under any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such an option or the issuance, if any, or purchase of
shares in connection therewith, such option may not be exercised as a whole or
in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company. Unless the shares of stock to be issued upon exercise of an
option granted under the Plan have been effectively registered under the
Securities Act of 1933 as now in force or hereafter amended, the Company shall
be under no obligation to issue any shares of stock covered by an option unless
the person who exercises such option, as a whole or in part, shall give a
written representation and undertaking to the Company satisfactory in form and
scope to counsel to the Company and upon which, in the opinion of such counsel,
the Company may reasonably rely, that he or she is acquiring the shares of
stock issued to him or her pursuant to such exercise of the option for his or
her own account as an investment and not with a view to, or for sale in
connection with, the distribution of any such shares of stock, and that he or
she will make no transfer of the same except in compliance with any rules and
regulations in force at the time of such transfer under the Securities Act of
1933, the Plan, or any other applicable law, and that if shares of stock are
issued without such registration, a legend to this effect may be endorsed upon
the certificates representing the securities so issued.
2
<PAGE> 3
1.9 Restrictions on Transferability. Except as provided herein,
no option granted under the Plan shall be transferable otherwise than by will
or the laws of descent and distribution and, during the lifetime of the
optionee, shall be exercisable only by him or for his benefit by his attorney-
in-fact or guardian. Options granted to or held by an optionee may be
transferred, in whole or in part, to one or more transferees and exercised by
any such transferee, subject to the following conditions: (a) such transfer
must be without consideration and (b) the transferee must be either (i) a member
of such optionee's immediate family (defined as the optionee's child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including by adoption, any trusts all beneficiaries of
which are any of such persons and any partnerships and corporations all
partners and shareholders of which are any of such persons) or (ii) an entity
which is qualified as a tax-exempt entity under Section 501(c)(3) of the
Internal Revenue Code, as amended. In addition, the Company may, in its
discretion, at or after the time of grant of an option, provide that the
option may be transferred, in whole or in part, to any other class or category
of transferees. No transfer of an option shall be effective unless the
Company is notified of the terms and conditions of the transfer and the
Company determines that the transfer complies with the requirements for
transfers of options under the Plan and the option document and the
transferee agrees to the terms and conditions of such option. Any
person to whom an option has been transferred may exercise any options only
in accordance with the provisions of the Plan, the Securities Act of 1933,
or any other applicable law.
1.10 Withholding Taxes. Whenever shares of stock are to be issued
upon exercise of an option granted under the Plan, the administrator shall have
the right to require the optionee to remit to the Company an amount sufficient
to satisfy any federal, state and local withholding tax requirements prior to
the delivery of any certificate or certificates for such shares. The
administrator may, in the exercise of its discretion, allow satisfaction of tax
withholding requirements by accepting delivery of stock of the Company or by
withholding a portion of the stock otherwise issuable upon exercise of an
option.
1.11 Definition of "Fair Market Value". For purposes of the Plan,
the term "fair market value," when used in reference to the value of a share
of stock shall be: (a) if the stock is listed on an established stock exchange
or exchanges, the mean between the highest and lowest sale prices of the stock
quoted in the Transactions Index of each such exchange as averaged with such
mean price as reported on any and all other exchanges, as published in "The
Wall Street Journal" and determined by the Company, or, if no sale price was
quoted in any such Index for such date, then as of the next preceding date on
which such a sale price was quoted (subject to adjustment as and if necessary
and appropriate to set an exercise price not less than 100% of the fair market
value of the stock on the date an option is granted) or, (b) if the stock is
not then listed on an exchange, the average of the closing bid and asked prices
per share for the stock in the over-the-counter market as quoted on NASDAQ on
such date; or, (c) if the stock is not then listed on an exchange or quoted
on NASDAQ, an amount determined in good faith by the administrator.
1.12 Rights as a Shareholder. An optionee or a permitted transferee
of an option shall have no rights as a shareholder with respect to any shares
issuable or issued upon exercise of the option until the date of the receipt
by the Company of all amounts payable in connection with exercise of the
option, including the exercise price and any amounts required by the Company
pursuant to Section 1.10.
3
<PAGE> 4
ARTICLE II
STOCK OPTIONS
2.1 Grants of Options. Each Eligible Director shall, upon first
becoming an Eligible Director, receive a grant of an option to purchase 9,000
shares of the Company's Common Stock at an exercise price per share equal to
the fair market value of the Company's Common Stock on the date of grant,
subject to adjustment as set forth in Article III. In addition, on each
anniversary of the grant date, each Eligible Director shall be granted an
additional option to purchase 9,000 shares of the Company's Common Stock on
such date of grant, also subject to adjustment as set forth in Article III.
2.2 Exercise Price. The option exercise price shall be payable upon
the exercise of an option in legal tender of the United States or such other
consideration as the administrator may deem acceptable, including without
limitation, stock of the Company (delivered by or on behalf of the person
exercising the option or retained by the Company from the stock otherwise
issuable upon exercise and valued at fair market value as of the exercise
date), provided, however, that the administrator may, in the exercise of its
discretion, (i) allow exercise of an option in the broker-assisted or similar
transaction in which the exercise price is not received by the Company until
immediately after exercise, and/or (ii) allow the Company to loan the exercise
price to the person entitled to exercise the option, if the exercise will be
followed by an immediate sale of some or all of the underlying shares and a
portion of the sales proceeds is dedicated to full payment of the exercise
price. Upon proper exercise, the Company shall deliver to the person entitled to
exercise the option or his or her designee a certificate or certificates for
the shares of stock to which the option pertains.
2.3 Vesting and Exercise. All options granted under the Plan shall
vest and become exercisable immediately.
2.4 Option Agreements. Each option granted under the Plan shall be
evidenced by an option agreement duly executed on behalf of the Company and by
the Eligible Director to whom such option is granted stating the number of
shares of stock issuable upon exercise of the option, the exercise price, the
time during which the option is exercisable, and the times at which the options
vest and become exercisable. Such option agreements may but need not be
identical and shall comply with and be subject to the terms and conditions of
the Plan, a copy of which shall be provided to each option recipient and
incorporated by reference into each option agreement. Any option agreement may
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the administrator.
2.5 Term of Options and Effect of Termination. Notwithstanding any
other provision of the Plan, no options shall be exercisable after the
expiration of 10 years from the effective date of their grant. In the event
that any outstanding option under the Plan expires by reason of lapse of time
or is otherwise terminated without exercise for any reason, then shares of
Common Stock subject to any such option that have not been issued upon
expiration or termination of the option shall again become available in the
pool of shares of Common Stock for which options shall may be granted under the
Plan. In the event that the holder of any options granted under the Plan shall
cease to be a director of the Company, (i) all options granted under the Plan
to such holder shall be exercisable for a period of 90 days after that date
(or, if sooner, until the expiration of the option according to its terms), and
shall then terminate. In the event of the death of an optionee while such
optionee is a director of the
4
<PAGE> 5
Company or within the period after termination of such status during which he
or she is permitted to exercise an option, such option may be exercised by any
person or persons designated by the optionee on a Beneficiary Designation Form
adopted by the administrator for such purpose or, if there is no effective
Beneficiary Designation Form on file with the Company, by the executors or
administrators of the optionee's estate or by any person or persons who shall
have acquired the option directly from the optionee by his or her will or the
applicable laws of descent and distribution.
ARTICLE III
RECAPITALIZATIONS AND REORGANIZATIONS
3.1 Anti-dilution Adjustments. If the outstanding shares of Common
Stock of the Company are increased, decreased or exchanged for a different
number or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed in respect of such shares
of Common Stock (or any stock or securities received with respect to such
Common Stock), through merger, consolidation, sale or exchange of all or
substantially all of the properties of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, spinoff or other distribution with respect to such shares of Common
Stock (or any stock or securities received with respect to such Common Stock),
or (B) if the value of the outstanding shares of Common Stock of the Company is
reduced by reason of an extraordinary cash dividend, an appropriate and
proportionate adjustment may be made in (x) the maximum number and kind of
shares subject to the Plan, (y) the number and kind of shares subject to then
outstanding options, and (z) the price for each share or other unit of any
other securities subject to then outstanding options. No fractional interests
will be issued under the Plan resulting from any such adjustments.
3.2 Determination by the Company. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments
shall be made by the administrator, whose determination in that respect shall
be final, binding and conclusive. The grant of an option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all of any part of its business or assets.
5
