<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Titan International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[TITAN LOGO]
Titan International, Inc.
2701 Spruce Street
Quincy, Illinois 62301
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1999
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Titan International, Inc., an
Illinois corporation ("Titan" or the "Company"), will be held at the Wyndham
Garden, 8600 Merriman Road, Romulus, MI 48174 on Thursday, May 20, 1999, at
11:00 a.m. Eastern Standard time, to consider and act upon the following
matters:
- To elect three Directors to serve for three-year terms and until their
successors are elected and qualified;
- To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors for 1999; and
- To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only stockholders whose names appear of record at the Company's close of
business on March 29, 1999 are entitled to receive notice of and to vote at the
Annual Meeting or any adjournments thereof.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD IN THE STAMPED PRE-ADDRESSED ENVELOPE FOR YOUR
CONVENIENCE. STOCKHOLDERS CAN HELP THE COMPANY AVOID UNNECESSARY EXPENSE AND
DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE PRESENCE, IN PERSON OR
BY PROPERLY EXECUTED PROXY, OF A MAJORITY OF THE COMMON STOCK OUTSTANDING ON THE
RECORD DATE IS NECESSARY TO CONSTITUTE A QUORUM AT THE ANNUAL MEETING.
By Order of the Board of Directors,
CHERI T. HOLLEY
Secretary
Quincy, Illinois
April 7, 1999
<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TITAN INTERNATIONAL, INC.
MAY 20, 1999
This Proxy Statement is being furnished to the stockholders of Titan
International, Inc. ("Titan" or the "Company") in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company for
use at the annual meeting of stockholders (the "Annual Meeting") to be held on
May 20, 1999 at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting, and at any adjournment or postponement of
that meeting. This Proxy Statement and accompanying form of proxy will be first
mailed to stockholders on or about April 7, 1999.
VOTING
Holders of shares of common stock (the "Common Stock") of the Company at
its close of business on March 29, 1999 (the "Record Date") will be entitled to
receive notice of and vote at the Annual Meeting. On the Record Date, 20,877,797
shares of Common Stock were outstanding. Holders of Common Stock (the "Common
Stockholders") are entitled to one vote per share of Common Stock they held of
record on the Record Date on each matter that may properly come before the
Annual Meeting.
A majority of the votes of Common Stockholders cast at the Annual Meeting
is required for the election of each Director. Ratification of the selection of
independent auditors require the affirmative vote of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting.
Abstentions are counted in the number of shares present in person or represented
by proxy for purposes of determining whether a proposal has been approved, and
so are equivalent to votes against a proposal, whereas broker non-voted are not
counted for such purposes.
Common Stockholders of record on the Record Date are entitled to cast their
votes in person or by properly executed proxy at the Annual Meeting. The
presence, in person or by properly executed proxy, of a majority of the Common
Stock outstanding on the Record Date is necessary to constitute a quorum at the
Annual Meeting. If a quorum is not present at the time the Annual Meeting is
convened, the Company may adjourn or postpone the Annual Meeting.
All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked will
be voted at the Annual Meeting in accordance with the instructions indicated in
such proxies. If no instructions are indicated, such proxies will be voted FOR
Proposal numbers one and two and such other business as may properly come before
the Annual Meeting. The Board of Directors of the Company does not know of any
matters other than the matters described in the Notice of Annual Meeting
attached to this Proxy Statement, that will come before the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Common Stockholders may revoke a proxy
at any time prior to its exercise by filing with the Secretary of the Company a
duly executed revocation or proxy bearing a later date or by voting in person at
the meeting. Attendance at the Annual Meeting will not of itself constitute
revocation of a proxy. Any written notice revoking a proxy should be sent to:
Cheri T. Holley, Secretary of Titan International, Inc., 2701 Spruce Street,
Quincy, Illinois 62301.
<PAGE> 4
X PROPOSAL NUMBER 1 -- ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE BOARD OF
DIRECTORS' SLATE OF NOMINEES STANDING FOR ELECTION.
The Company's Bylaws provide for three classes of directors of
approximately equal numbers designated as Class I, Class II and Class III. Each
Director is elected for a three-year term and the term of each Class expires in
a different year. The nominees for election to the Board of Directors as Class
II Directors for a three-year term expiring at the 2002 Annual Meeting are:
Richard M. Cashin, Jr., Albert J. Febbo, and Mitchell I. Quain. Messrs. Cashin
and Febbo are current Directors of the Company, and Mr. Quain is standing for
election for the first time. Each of the nominees has consented to serve as a
director if elected.
In the unexpected event that any of the nominees for director should before
the Annual Meeting become unable to serve, if elected, it is intended that
shares represented by proxies which are executed and returned will be voted for
such substitute nominees as may be recommended by the Company's existing Board
of Directors. The following is a brief description of the business experience of
each nominee for at least the past five years.
RICHARD M. CASHIN, JR. -- Mr. Cashin is the President of Citicorp Venture
Capital, Ltd., where he has been employed since 1980. Mr. Cashin is also a
director of Cable Systems International, Delco Remy America, Euramax
International plc, Fairchild Semiconductor, Freedom Forge, Gerber Childrenswear,
Lifestyle Furnishings, Hoover, JAC Holdings, MSX International and Thermal
Engineering. Mr. Cashin, who is 45 years old, became a director in 1994.
ALBERT J. FEBBO -- Mr. Febbo is the Vice President of Corporate Marketing
for General Electric Corporation where he has held executive positions since
1987. Mr. Febbo, who is 59 years old, became a director in 1993.
MITCHELL I. QUAIN -- Mr. Quain is Chairman of the Industrial Manufacturing
Group at ING Barings, LLC where he has been employed since 1997. Prior to that
time, Mr. Quain spent 22 years at Schroder & Co., Inc. Mr. Quain is also a
director of Allied Products Corporation, Mechanical Dynamics, and Strategic
Distribution, as well as a number of private companies. He is also Chairman of
the Board of Overseers of the University of Pennsylvania's School of Engineering
and Applied Sciences and serves on the University's Board of Trustees. Mr.
Quain, who is 47 years old, is standing for election as a director for the first
time.
DIRECTORS CONTINUING IN OFFICE
DIRECTORS WHO ARE CONTINUING IN OFFICE AS CLASS III DIRECTORS WHOSE TERMS
EXPIRE AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2000 ARE LISTED BELOW.
ERWIN H. BILLIG -- Mr. Billig has been Vice Chairman of MascoTech, Inc.
since 1992 and served as the President and Chief Operating Officer of MascoTech,
Inc. from 1986 to 1992. Mr. Billig, who is 72 years old, is Chairman of the
Board of Titan, and he became a director in 1992. Mr. Billig is also a director
of O.E.A. Inc., and Delco Remy International.
ANTHONY L. SOAVE -- Mr. Soave is the current owner and Chief Executive
Officer of Soave Enterprises LLC and the former President and Chief Executive
Officer of Detroit-based City Management Corporation, from 1974 to 1998, which
he founded. Mr. Soave, who is 59 years old, became a director in 1994.
2
<PAGE> 5
DIRECTORS WHO ARE CONTINUING IN OFFICE AS CLASS I DIRECTORS WHOSE TERMS
EXPIRE AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2001 ARE LISTED BELOW.
EDWARD J. CAMPBELL -- Mr. Campbell, now retired, was employed for 27 years
by Tenneco. He spent 13 of those years as President of Newport News Shipbuilding
Company and 14 years at Case Corporation, three of those (1992-94) as President.
Mr. Campbell is currently a director of Global Marine, Inc. and Zurn Industries.
Mr. Campbell, who is 71 years old, became a director in 1995.
MAURICE M. TAYLOR, JR. -- Mr. Taylor has been President and Chief Executive
Officer and Director of Titan International, Inc. since 1990, when Titan was
acquired in a management-led buyout by investors, including Mr. Taylor. Prior
thereto, Mr. Taylor, who is 54 years old, had a significant role in the
development of the Company.
COMPENSATION OF DIRECTORS
The Company pays its non-employee directors a fee of $500 for each Board of
Directors ("Board") or committee meeting attended. Titan also reimburses
out-of-pocket expenses related to the directors' attendance at such meetings. In
addition, in March 1994 the Board adopted the 1994 Non-Employee Director Stock
Option Plan to provide for grants of stock options as a means of attracting and
retaining highly qualified, independent directors for the Company. Under the
Plan, each non-employee director of the Company receives a non-discretionary
grant of a stock option for 9,000 shares of Common Stock at the conclusion of
each annual meeting of shareholders at which such director was elected,
re-elected or continuing in office. Options granted under the Plan totaled
45,000 during 1998. The options granted in 1998 are exercisable at a price of
$18.00 per share and expire 10 years from the date of grant. Such options vest
and become exercisable immediately. In addition, Titan pays Mr. Billig, the
Chairman of the Board, an annual fee of $100,000 to carry out his
responsibilities which include significant operational matters, as well as
corporate development matters. The Company does not have any other consulting
contracts or arrangements with any of its directors.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors, which met three times in 1998, has established the
following committees of the Board: (i) Audit and Oversight Committee (consisting
of Messrs. Campbell, Cashin, Febbo and Soave), (ii) Compensation Committee
(consisting of Messrs. Billig, Campbell, Cashin, Febbo and Soave), (iii)
Executive Committee (consisting of Messrs. Billig, Cashin, Soave and Taylor).
The Company does not have a standing nominating committee. The Board of
Directors selects nominees for election as directors. All Directors, except Mr.
Cashin, attended 75% or more of the aggregate number of meetings of the Board
and applicable committees.
The Audit and Oversight Committee, which met three times in 1998,
recommends to the Board of Directors independent auditors to perform audit and
non-audit services, reviews the scope and results of such services, consults
with the internal audit staff, reviews with management and the independent
auditors any recommendations of the auditors regarding changes and improvements
in the Company's accounting procedures and controls and management's response
thereto, and reports to the Board after each Audit and Oversight Committee
meeting.
The Compensation Committee, which met once in 1998, reviews and recommends
to the Board of Directors the salaries and all other forms of compensation of
the Company's officers.
3
<PAGE> 6
X PROPOSAL NUMBER 2 -- SELECTION OF AUDITORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR ITS
SELECTION OF INDEPENDENT AUDITORS, PRICEWATERHOUSECOOPERS LLP, TO AUDIT THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR 1999.
PricewaterhouseCoopers LLP has served the Company as independent auditors
during the year ended December 31, 1998 and have been selected by the Board of
Directors to serve as auditors for the present year. If stockholders fail to
ratify the Board's selection of PricewaterhouseCoopers LLP, the Board will
consider this fact when selecting auditors for the 2000 audit year.
PricewaterhouseCoopers LLP has served since 1983 as the Company's independent
auditors.
A representative of PricewaterhouseCoopers LLP is expected to be present at
the Annual Meeting and will have an opportunity to make a statement if he or she
should desire, and will be available to respond to appropriate questions which
stockholders might have.
OTHER BUSINESS
The Board of Directors does not intend to present to the Annual Meeting any
business other than the items stated in the "Notice of Annual Meeting of
Stockholders" and does not know of any matters to be brought before the Annual
Meeting other than those referred to above. If, however, any other matters
properly come before the Annual Meeting requiring a stockholder vote, the
persons designated as proxies will vote on each such matter in accordance with
their best judgment.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
received by the Company's Chief Executive Officer and the Company's four other
most highly compensated executive officers whose aggregate annual salary and
bonuses exceeded $100,000 during 1998 collectively, the "named executive
officers".
Summary Compensation Table
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
NAME AND PRINCIPAL AWARDS SECURITIES
POSITION AS OF UNDERLYING ALL OTHER
DECEMBER 31, 1998 YEAR SALARY BONUS OPTIONS(#) COMPENSATION(A)
------------------ ---- ------ ----- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Maurice M. Taylor, Jr. ............... 1998 $400,000 $400,000 44,450 $2,000
President and Chief 1997 400,000 300,000 47,060 2,000
Executive Officer(b) 1996 300,000 300,000 37,500 1,875
Michael R. Samide..................... 1998 $255,000 $255,000 14,170 $4,375
Vice President and Chief 1997 255,000 225,000 17,650 4,750
Operating Officer(c) 1996 225,000 225,000 14,070 4,750
Cheri T. Holley....................... 1998 $150,000 $ -0- 3,820 $4,146
Vice President, Secretary 1997 137,500 34,375 4,910 2,873
and General Counsel(b) 1996 125,000 25,000 3,130 2,850
Kent W. Hackamack..................... 1998 $150,000 $ -0- 3,820 $4,260
Vice President of Finance 1997 137,500 34,375 4,910 2,873
and Treasurer 1996 125,000 25,000 3,130 2,344
Gary L. Carlson....................... 1998 $183,333 $ -0- 1,620 $4,104
Vice President(d) 1997 51,715 75,000 -0- -0-
1996 -0- -0- -0- -0-
</TABLE>
- -------------------------
(a) All other compensation represents 401(k) matching contribution for the named
executive officers.
(b) The President and Secretary are brother and sister.
(c) Mr. Samide resigned in January 1999.
(d) Mr. Carlson's employment commenced in September 1997.
5
<PAGE> 8
OPTIONS GRANTED IN 1998
The following table summarizes options granted in 1998, and the value of
options outstanding on December 31, 1998, for the named executive officers.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS OPTION TERM(B)
OPTIONS GRANTED TO EXERCISE EXPIRATION ----------------------------
NAME GRANTED(A) EMPLOYEES PRICE DATE 5% 10%
---- ---------- ---------- -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Maurice M. Taylor, Jr..... 44,450 34.6% $18.00 Jan., 2008 $ 491,865 $ 1,257,139
Michael R. Samide......... 14,170 11.0% 18.00 Jan., 2008 156,799 400,757
Cheri T. Holley........... 3,820 3.0% 18.00 Jan., 2008 42,271 108,038
Kent W. Hackamack......... 3,820 3.0% 18.00 Jan., 2008 42,271 108,038
Gary L. Carlson........... 1,620 1.3% 18.00 Jan., 2008 17,926 45,817
------ ----- ------ ---------- ------------ ------------
All Shares
Outstanding(c).......... $608,312,197 $968,635,508
</TABLE>
- -------------------------
(a) Options were granted in January 1998. Forty percent of the options will
become excercisable on December 31, 1999 and an additional 20% will become
exercisable each year on December 31, 2000, 2001 and 2002, respectively.
(b) Potential realizable value is based on the assumption that the common stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the ten-year option term. The numbers are
calculated based on the requirements promulgated by the Securities and
Exchange Commission. The actual value, if any, an executive may realize will
depend on the excess of the stock price over the exercise price on the date
the option is exercised (if the executive were to sell the shares on the
date of exercise) so there is no assurance that the value realized will be
at or near the potential realizable value as calculated in this table.
(c) All shares outstanding represent the increase in total Company stockholder
value if the stock price and assumed rates of appreciation used in the stock
option assumptions are achieved multiplied by the number of shares
outstanding (20,928,655) at the end of 1998.
AGGREGATED OPTION EXERCISES IN 1998 AND YEAR-END OPTION VALUES
The following table sets forth certain information regarding options for
the purchase of Common Stock that were exercised and/or held by the named
executive officers.
<TABLE>
<CAPTION>
SHARES VALUE OF UNEXERCISED
ACQUIRED ON NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
EXERCISE VALUE OPTIONS AT DECEMBER 31, 1998 DECEMBER 31, 1998
NAME (#) REALIZED ($) (#) EXERCISABLE/UNEXERCISABLE ($) EXERCISABLE/UNEXERCISABLE
---- ----------- ------------ ----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Maurice M. Taylor,
Jr. ................ 0 n/a 138,524/98,486 $0/0
Michael R. Samide..... 0 n/a 41,152/34,438 0/0
Cheri T. Holley....... 0 n/a 6,402/8,658 0/0
Kent W. Hackamack..... 0 n/a 5,778/8,502 0/0
Gary L. Carlson....... 0 n/a 0/1,620 0/0
</TABLE>
6
<PAGE> 9
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee"),
composed of five independent non-employee directors, administers the executive
compensation program. None of such members is or has been an officer or employee
of the Company, except Mr. Billig, who is Chairman of the Board. The Committee
passes on all material issues relating to executive compensation.
The philosophy of the Committee as it relates to executive compensation is
that the Chief Executive Officer ("CEO") and other executive officers should be
compensated at competitive levels sufficient to attract, motivate and retain
talented executives who are capable of leading the Company in achieving their
business objectives in an industry facing increasing competition and change.
Annual compensation for the Company's senior management consists of base
salary and, when appropriate, bonus compensation. Salary levels of Company
executives are reviewed and are normally adjusted annually, and any bonuses are
normally awarded annually. In determining appropriate salaries, the Committee
considers: (1) The CEO's recommendations as to compensation for all other
executive officers; (2) the scope of responsibility, experience, time and
position and individual performance of each officer, including the CEO; and (3)
compensation levels of other companies in the industry. The Committee's analysis
is a subjective process which utilizes no specific weights or formulas of the
aforementioned factors in determining executive's base salaries.
The Committee considers bonus compensation to be its primary motivational
method for encouraging and rewarding outstanding individual performance,
especially for the Company's senior management and overall performance by the
Company. Awards under the Company's bonus plan are granted by the Committee
based primarily upon: (1) performance of the Company, (2) performance of the
individual and (3) recommendation of the CEO. The purpose of the bonus plan is
to provide a special incentive to maximize his or her individual performance and
the overall performance of the Company.
In determining the total compensation package for the CEO for 1998, the
Committee considered all of the factors discussed above. Additionally, the
Committee considered the Company's profitability, the success of the Company's
facilities in surpassing their objectives, the extent and timing of the
additions to the Company during the year, the quality and efficiency of the
Company's staff, and certain other factors relating to the Company's
performance.
Members of the Compensation Committee:
Erwin H. Billig, Chairman
Edward J. Campbell
Richard M. Cashin, Jr.
Albert J. Febbo
Anthony L. Soave
7
<PAGE> 10
PERFORMANCE GRAPH
The following performance graph compares cumulative total return for
Company Common Stockholders over the past five years against the cumulative
total return of the Standard & Poor's Diversified Machinery Group Index, and
against the Standard & Poor's 500 Stock Index. The graph depicts the value on
December 31, 1998, of a $100 investment made on December 31, 1993, in Company
Common Stock and each of the other two indices, with all dividends reinvested.
The Company's Common Stock is currently traded on the New York Stock Exchange
under the symbol of TWI.
<TABLE>
<CAPTION>
S&P MACHINERY DIVERSIFIED STANDARD & POOR'S 500
TITAN INTERNATIONAL, INC. INDUSTRIALS INDEX STOCK INDEX
------------------------- ------------------------- ---------------------
<S> <C> <C> <C>
'12/31/93' 100.00 100.00 100.00
'12/31/94' 108.80 95.60 98.50
'12/31/95' 143.40 115.40 132.00
'12/31/96' 112.50 141.00 158.80
'12/31/97' 175.90 183.40 208.00
'12/31/98' 83.80 149.90 263.50
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Titan International, Inc. 100.0 108.8 143.4 112.5 175.9 83.8
-------------------------------------------------------------------------------------------------------------------
S&P Machinery Diversified Industrials Index 100.0 95.6 115.4 141.0 183.4 149.9
-------------------------------------------------------------------------------------------------------------------
Standard & Poor's 500 Stock Index 100.0 98.5 132.0 158.8 208.0 263.5
-------------------------------------------------------------------------------------------------------------------
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the directors and executive
officers of the Company and the persons who own more than 10% of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission and to the New York Stock Exchange. Specific due dates for
these reports have been established, and the Company is required to disclose in
this proxy statement any late filings during 1998. To the Company's knowledge,
based solely on its review of the copies of such reports required to be
furnished to the Company during 1998, all of these reports were timely filed.
8
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of December 31, 1998 by (i) each
person who is known by the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each director and nominee for director, (iii) each
of the named executive officers and (iv) all directors and executive officers as
a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
--------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER(A) PERCENT
------------------------------------ --------- -------
<S> <C> <C>
MascoTech, Inc. ............................................ 3,315,852 15.8%
21001 Van Born Road
Taylor, MI 48180
Mellon Bank Corporation..................................... 2,064,236(c) 9.9%
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258
399 Venture Partners, Inc. ................................. 2,031,112(c) 9.7%
399 Park Avenue
New York, NY 10043
Maurice M. Taylor, Jr. ..................................... 1,972,702(b) 9.4%
2701 Spruce St.
Quincy, IL 62301
Thomson Horstmann & Bryant, Inc. ........................... 1,154,050(c) 5.5%
Park 80 West, Plaza One
Saddle Brook, NJ 07663
Anthony L. Soave............................................ 112,450 *
Erwin H. Billig............................................. 87,750 *
Richard M. Cashin, Jr. ..................................... 83,179 *
Albert J. Febbo............................................. 42,750 *
Michael R. Samide........................................... 41,152 *
Edward J. Campbell.......................................... 29,250 *
Cheri T. Holley............................................. 6,402 *
Kent W. Hackamack........................................... 5,778 *
Gary L. Carlson............................................. 100 *
All named executives, officers and directors as a group (10
persons).................................................. 2,381,513 11.4%
</TABLE>
- -------------------------
* Less than one percent.
(a) Except for voting powers held jointly with a person's spouse, represents
sole voting and investment power unless otherwise indicated. Includes shares
subject to options exercisable within 60 days after December 31, 1998 as
follows: Mr. Taylor, 138,524 shares; Mr. Billig, 42,750 shares; Mr. Soave,
42,750 shares; Mr. Cashin, 42,750 shares; Mr. Febbo, 42,750 shares; Mr.
Samide, 41,152 shares; Mr. Campbell, 27,000 shares; Ms. Holley, 6,402
shares; Mr. Hackamack, 5,778 shares; all officers and directors as a group,
389,856 shares.
(b) Includes 1,154,000 shares held jointly by Mr. Taylor and his wife as to
which they share voting and dispositive power. Includes 580,178 shares held
by Mr. Taylor as to which he has sole voting and dispositive power. Also
includes 100,000 shares held jointly by the Maurice and Michelle Taylor
Foundation as to which they share voting and dispositive power.
(c) Based on information contained in a Schedule 13G filed with the Securities
and Exchange Commission.
9
<PAGE> 12
RELATED PARTY TRANSACTIONS
The Company sells products and pays commissions to companies controlled by
persons related to the Chief Executive Officer of the Company. During 1996, 1997
and 1998, sales of Titan product to these companies were approximately $5.0
million, $8.3 million and $11.5 million, respectively. On sales referred to
Titan from these manufacturing representative companies, commissions were paid
in the amount of approximately $1.0 million, $1.1 million and $1.1 million for
1996, 1997 and 1998, respectively. These sales and commissions were made in the
ordinary course of business and were made on terms no less favorable to Titan
than comparable sales and commissions to unaffiliated third parties.
STOCKHOLDER PROPOSAL
Any proposal to be presented at next year's Annual Meeting of Stockholders
must be received at the principal executive offices of the Company no later than
December 9, 1999 in order to be considered for inclusion in the Company's proxy
statement and form of proxy relating to such Annual Meeting of Stockholders. Any
such proposals must comply in all respects with the rules and regulation of the
Securities and Exchange Commission relating to stockholder proposals, and it is
suggested that proponents of any proposals submit such proposals to the Company
sufficiently in advance of the deadline by Certified Mail-Return Receipt
Requested. In the event that the Company receives notice of a stockholder
proposal on or before February 22, 2000, then, the Company will advise on the
nature of the matter in its proxy statement for next year's Annual Meeting and
how the named proxyholders intend to vote the shares for which they have
received discretionary authority, such proxyholders may exercise discretionary
authority with respect to such proposal.
PROXY SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone, facsimile transmission or telegraph, by directors, officers or
regular employees of the Company, without additional compensation. It is
contemplated that brokerage houses, custodians, nominees and fiduciaries will be
requested to forward the soliciting material to the beneficial owners of the
Company's Common Stock held of record by such persons, and will be reimbursed by
the Company for expenses incurred herewith.
By Order of the Board of Directors,
April 7, 1999 CHERI T. HOLLEY
Secretary
10
<PAGE> 13
NOTES
<PAGE> 14
NOTES
<PAGE> 15
(PAGE INTENTIONALLY LEFT BLANK)
<PAGE> 16
DIRECTIONS TO WYNDHAM GARDEN HOTEL -- CONFERENCE CENTER
MAP
The Wyndham Garden Hotel is located at Detroit Metropolitan Airport off the
Merriman Road exit (#198) on I-94.
<PAGE> 17
PROXY PROXY
TITAN INTERNATIONAL, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
THURSDAY, MAY 20, 1999, 11 A.M. EASTERN TIME
WYNDHAM GARDENS, 8600 MERRIMAN ROAD
ROMULUS, MI 48174
The undersigned hereby constitutes and appoints Maurice M. Taylor, Jr.,
Cheri T. Holley, and each of them, attorneys with full power of substitution,
with the powers the undersigned would possess if personally present, to vote
all shares of Common Stock of the undersigned in TITAN INTERNATIONAL, INC., at
the Annual Meeting of Stockholders to be held on Thursday, May 20, 1999 and at
any adjournments thereof and on all matters properly coming before the meeting.
THIS PROXY WILL BE VOTED AS DIRECTED BELOW OR, IF NO DIRECTION IS
INDICATED, WILL BE VOTED FOR ITEMS 1, 2 AND AS SAID PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENVELOPE
PROVIDED.
(Continued and to be signed on reverse side)
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<PAGE> 18
TITAN INTERNATIONAL, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
[ ]
<TABLE>
<S><C>
The Board of Directors recommends a vote FOR Items 1 and 2.
1. ELECTION OF DIRECTORS - FOR ALL WITHHOLD FOR ALL (Except Nominee(s) whose names are
Nominees for Election as Class II Director to serve until [ ] [ ] [ ] written on the line below)
2002 Annual Meeting:
Richard M. Cashin, Jr., Albert J. Febbo, --------------------------------------------------
and Mitchell I. Quain 2. To ratify the selection of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP, [ ] [ ] [ ]
as the Independent auditors
for 1999
*In their discretion, the proxy holders are
authorized to vote upon such other business
as may properly come before the meeting.
Dated: , 1999
---------------------
--------------------------------------------------
Signature
--------------------------------------------------
Signature
(This proxy must be signed exactly as the name
appears hereon. If acting as attorney, executor,
or trustee, or in corporate or representative
capacity, please sign name and title.)
</TABLE>
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