Current Report Filing (8-k)
May 22 2018 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
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): May 18, 2018
TOWER INTERNATIONAL, INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware
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001-34903
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27-3679414
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(State or Other
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(Commission
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(IRS Employer
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Jurisdiction of
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File Number)
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Identification No.)
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Incorporation)
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17672 Laurel Park Drive North, Suite 400E, Livonia, Michigan
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48152
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (248) 675-6000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
o
Item 1.01. Entry into a Material
Definitive Agreement.
On May 18, 2018 the Company, through its
Tower Automotive Operations USA I, LLC subsidiary (the “Tenant”), entered into an amendment of its lease agreement
with respect to three of its leased properties (located in Auburn, Indiana; Bluffton, Ohio; Clinton, Michigan). Such amendment
also extended the lease terms of each leased property, with lease terms for two of the properties (Auburn, Indiana and Clinton,
Michigan) expiring in 2035 and one of the properties (Bluffton, Ohio) expiring in 2030. The Tenant has an option to extend the
term of this lease agreement in future periods. This amendment of lease agreement also modified the Tenant’s basic rent payment
obligations, reflecting terms negotiated at arms’ length.
On May 18, 2018, Tower International, Inc.
executed and delivered a guaranty and surety agreement to the landlord under this lease agreement (the “Guaranty”).
The Guaranty provides the landlord with a guaranty of the payment of rent and all other payments under the lease agreement and
a guaranty of performance of the covenants and agreements made by the Tenant under the lease agreement.
The foregoing description of the lease
amendment is a summary only, and is qualified in its entirety by reference to the complete text thereof, a copy of which is attached
as Exhibit 10.1 to this Form 8-K, and which is incorporated herein. The foregoing description of the Guaranty is a summary only,
and is qualified in its entirety by reference to the complete text thereof, a copy of which is attached as Exhibit 10.2 to this
Form 8-K, and which is incorporated herein.
Item
1.02. Termination of Material Definitive Agreement.
In
connection with this amendment, on May 18, 2018, a separate lease agreement of the Company was terminated and the property leased
thereunder, located in Clinton, Michigan, was combined into the amended lease agreement.
The foregoing description of the lease
termination is a summary only, and is qualified in its entirety by reference to the complete text of the Termination of Lease,
a copy of which is attached as Exhibit 10.3 to this Form 8-K, and which is incorporated herein.
Item 9.01. Financial Statements
and Exhibits.
(d)
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Exhibits
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Exhibit No
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10.1
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Fourth Amendment to Lease Agreement, dated as of May 18, 2018 by and between MODULE (DE) LIMITED PARTNERSHIP and TOWER AUTOMOTIVE OPERATIONS USA I, LLC
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10.2
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Guaranty and Surety Agreement, dated as of May 18, 2018, given by TOWER INTERNATIONAL, INC. to MODULE (DE) LIMITED PARTNERSHIP
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10.3
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Termination of Lease, dated as of May 18, 2018 by and between MODULE (DE) LIMITED PARTNERSHIP and TOWER AUTOMOTIVE OPERATIONS USA I, LLC
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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
hereunto duly authorized.
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TOWER INTERNATIONAL, INC.
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By:
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/s/ Nanette Dudek
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Name:
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Nanette Dudek
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Title:
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Vice President Legal Affairs
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and Compliance and Secretary
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Dated: May 22, 2018
EXHIBIT INDEX
Exhibit No
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10.1
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Fourth Amendment to Lease Agreement, dated as of May 18, 2018 by and between MODULE (DE) LIMITED PARTNERSHIP and TOWER AUTOMOTIVE OPERATIONS USA I, LLC
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10.2
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Guaranty and Surety Agreement, dated as of May 18, 2018, given by TOWER INTERNATIONAL, INC. to MODULE (DE) LIMITED PARTNERSHIP
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10.3
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Termination of Lease, dated as of May 18, 2018 by and between MODULE (DE) LIMITED PARTNERSHIP and TOWER AUTOMOTIVE OPERATIONS USA I, LLC
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