SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D(1)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Titan International, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
88830M102
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 12, 2005
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(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,866,500
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
2,866,500
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,866,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.78% (see Item 5)
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 3 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares ("Shares") of common
stock, no par value, of Titan International, Inc. (the "Issuer"). The principal
executive office of the Issuer is located at 2701 Spruce Street, Quincy,
Illinois 62301.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by JANA Partners LLC, a Delaware limited
liability company (the "Reporting Person"). The Reporting Person is a private
money management firm which holds the Shares of the Issuer in various accounts
under its management and control. The principals of the Reporting Person are
Barry Rosenstein and Gary Claar (the "Principals").
(b) The principal business address of the Reporting Person and the
Principals is 201 Post Street, Suite 1000, San Francisco, California 94108.
(c) The principal business of the Reporting Person and the Principals is
investing for accounts under their management.
(d) Neither the Reporting Person nor the Principals has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principals has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 4 OF 9 PAGES
(f) The Reporting Person is a limited liability company organized in
Delaware. The Principals are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date of this filing, the Reporting Person may be deemed the
beneficial owner of 2,866,500 Shares. The aggregate purchase price of the
2,866,500 Shares owned beneficially by the Reporting Person is $46,269,018.51.
Such Shares were acquired with investment funds in accounts under management.
ITEM 4. PURPOSE OF TRANSACTION.
On October 12, 2005, the Reporting Person's beneficial ownership first
exceeded 5% of the Issuer's outstanding Shares.
The Reporting Person acquired the Shares for investment in the ordinary
course of business. The Reporting Person believes that the Shares at current
market prices are undervalued and represent an attractive investment
opportunity. On October 24, 2005, the Reporting Person sent a letter to the
Issuer stating that until certain questions were answered regarding the Issuer's
recent announcement regarding negotiations for a sale of the Issuer to a private
equity buyer at a price that the Reporting Person feels does not reflect the
Issuer's true value, the Reporting Person would oppose such transaction. A copy
of the letter is attached hereto as Exhibit A.
Neither the Reporting Person nor the Principals has any present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein.
The Reporting Person intends to review its investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation,
the Issuer's financial position and strategic direction, price levels of the
Shares, conditions in the securities market and general economic and industry
conditions, the Reporting Person may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, purchasing additional Shares or selling some or all of its
Shares, pursuing alone or with others further discussions with the Issuer, other
stockholders and third parties, seeking Board representation, and/or otherwise
changing its intention with respect to any and all matters referred to in Item
4.
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 5 OF 9 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The aggregate percentage of Shares reported to be beneficially owned by
the Reporting Person is based upon 19,398,546 Shares outstanding, which is the
total number of Shares outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2005.
As of the close of business on October 21, 2005, the Reporting Person may
be deemed to beneficially own 2,866,500 Shares, as described in section (b)
below, constituting approximately 14.78% of the Shares outstanding.
(b) As of the date of this filing, the Reporting Person may be deemed the
beneficial owner of 2,866,500 Shares. The aggregate purchase price of the
2,866,500 Shares owned beneficially by the Reporting Person is $46,269,018.51.
The Reporting Person has sole voting and dispositive powers over the 2,866,500
Shares reported herein, which powers are exercised by the Principals.
(c) Information concerning transactions in the Shares effected by the
Reporting Persons during the past sixty days is set forth in Schedule A hereto
and is incorporated herein by reference. All of the transactions in Shares
listed on Schedule A hereto were effected in open market purchases on the NYSE
through various brokerage entities.
(d) No person (other than the Reporting Person) is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
Except as otherwise set forth herein, the Reporting Person does not have
any contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 6 OF 9 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Letter to Maurice M. Taylor, Chairman and CEO of the Issuer, dated
October 24, 2005 from the Reporting Person.
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 7 OF 9 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 24, 2005
JANA PARTNERS LLC
By: /s/ Barry Rosenstein
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Name: Barry Rosenstein
Title: Managing Partner
By: /s/ Gary Claar
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Name: Gary Claar
Title: Managing Director
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 8 OF 9 PAGES
SCHEDULE A
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS
Date of Transaction Shares Purchased Price Per Share ($)
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8/17/2005 175,000 13.54
8/17/2005 10,000 13.77
8/18/2005 42,200 13.88
8/18/2005 16,200 13.86
8/19/2005 50,000 13.92
8/19/2005 27,500 13.90
8/24/2005 25,000 13.81
8/29/2005 5,200 13.78
8/29/2005 65,000 13.85
8/31/2005 1,200 13.80
8/31/2005 52,400 13.76
10/12/2005 747,200 17.41
10/12/2005 210,000 17.52
10/12/2005 2,800 17.30
10/21/2005 950,000 17.37
CUSIP NO. 8883M102 SCHEDULE 13D PAGE 9 OF 9 PAGES
Exhibit Index
1. Exhibit A - Letter to Maurice M. Taylor, Chairman and CEO of the Issuer,
dated October 24, 2005 from the Reporting Person.