1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): DECEMBER 11, 1996 TITAN WHEEL INTERNATIONAL, INC. (Exact name of Registrant as specified in its Charter) ILLINOIS (State of Incorporation) 1-12936 36-3228472 (Commission File Number) (I.R.S. Employer Identification No.) 2701 SPRUCE STREET, QUINCY, IL 62301 (Address of principal executive offices, including Zip Code) (217) 228-6011 (Telephone Number) ================================================================================ 2 ITEM 5. OTHER EVENTS Titan Wheel International, Inc. ("Titan") announced that it is redeeming all of the 4 3/4 percent convertible subordinated notes due in the year 2000 at a redemption price of 102.714 percent plus accrued interest. The redemption date will be December 30, 1996. Currently there is approximately $85.279 million outstanding in principal amount of the notes. The cutoff date for converting the notes to Titan common stock will be 5:00 p.m. eastern standard time on December 27, 1996. The conversion ratio is 80 shares of Titan common stock per $1,000 note (this equates to a conversion price of $12.50 a share). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TITAN WHEEL INTERNATIONAL, INC. -------------------------------------- (REGISTRANT) DATE: DECEMBER 11, 1996 BY: Kent W. Hackamack ------------------------ ------------------------------ Kent W. Hackamack Controller/Treasurer (Chief accounting officer and authorized signatory)