UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TITAN INTERNATIONAL, INC.
-------------------------
(Name of Issuer)
Common Stock, no par value per share
------------------------------------
(Title of Class of Securities)
88830M102
---------
(CUSIP Number)
December 31, 2004
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
Continued on following pages
Page 1 of 8 Pages
SCHEDULE 13G
CUSIP No. 88830M102 Page 2 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAGAMORE HILL CAPITAL MANAGEMENT L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 740,741
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 740,741
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
740,741
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.34%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 88830M102 Page 3 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SAGAMORE HILL MANAGERS LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 740,741
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 740,741
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
740,741
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.34%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 88830M102 Page 4 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
STEVEN H. BLOOM
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 740,741
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 740,741
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
740,741
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
4.34%
12 Type of Reporting Person (See Instructions)
IN; HC
Page 5 of 8 Pages
Item 1(a) Name of Issuer:
Titan International, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
2701 Spruce Street, Quincy, Illinois 62301
Item 2(a) Name of Person Filing:
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Sagamore Hill Capital Management L.P. ("Sagamore
Hill Capital Management");
ii) Sagamore Hill Managers LLC ("Sagamore Hill Managers");
and
iii) Steven H. Bloom ("Mr. Steven Bloom");
This statement relates to Shares (as defined herein) held for
the account of the Sagamore Hill Hub Fund Ltd, a Cayman Islands corporation (the
"Hub Fund"). Pursuant to a portfolio management agreement, Sagamore Hill Capital
Management serves as investment manager of the Hub Fund. In such capacity,
Sagamore Hill Capital Management may be deemed to be the beneficial owner of
securities held for the account of the Hub Fund. The general partner of Sagamore
Hill Capital Management is Sagamore Hill Managers. In such capacity, Sagamore
Hill Managers may be deemed to be the beneficial owner of securities held for
the account of the Hub Fund. Mr. Steven Bloom is the sole member of Sagamore
Hill Managers. In such capacity, Mr. Steven Bloom may be deemed to be the
beneficial owner of securities held for the account of the Hub Fund.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is 10 Glenville Street, 3rd Floor, Greenwich, CT 06831.
Item 2(c) Citizenship:
1) Sagamore Hill Capital Management is a Delaware
limited partnership;
2) Sagamore Hill Managers is a Delaware limited
liability company; and
3) Mr. Steven Bloom is a citizen of the United States.
Item 2(d) Title of Class of Securities:
Common stock, no par value per share (the "Shares").
Item 2(e) CUSIP Number:
88830M102
Page 6 of 8 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
Each of the Sagamore Hill Capital Management, Sagamore Hill
Managers and Mr. Steven Bloom may be deemed the beneficial owner of 740,741
Shares (assuming the conversion of certain convertible bonds held for the
account of the Hub Fund).
Item 4(b) Percent of Class:
The number of Shares of which each of Sagamore Hill Capital
Management, Sagamore Hill Managers and Mr. Steven Bloom may be deemed to
beneficially own constitutes approximately 4.34% of the total number of Shares
outstanding (assuming the conversion of certain shares of preferred stock and
warrants held for the account of the Hub Fund) (based upon information provided
by the Issuer in its most recent quarterly report on Form 10-Q, the number of
Shares outstanding was 16,326,426 as of October 28, 2004).
Item 4(c) Number of shares as to which such person has:
Sagamore Hill Capital Management
--------------------------------
(i) Sole power to vote or direct the vote 740,741
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 740,741
(iv) Shared power to dispose or to direct the
disposition of 0
Sagamore Hill Managers
----------------------
(i) Sole power to vote or direct the vote 740,741
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 740,741
(iv) Shared power to dispose or to direct the
disposition of 0
Mr. Steven Bloom
----------------
(i) Sole power to vote or direct the vote 740,741
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 740,741
(iv) Shared power to dispose or to direct the
disposition of 0
Page 7 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shareholders of the Hub Fund have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
by the Hub Fund in accordance with their ownership interests in the Hub Fund.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that,
to the best of such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the Issuer of such securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 11, 2005 SAGAMORE HILL CAPITAL MANAGEMENT L.P.
By: /s/Steven H. Bloom
----------------------------------------
Steven H. Bloom
President
Date: February 11, 2005 SAGAMORE HILL MANAGERS LLC
By: /s/Steven H. Bloom
----------------------------------------
Steven H. Bloom
Sole Member
Date: February 11, 2005 STEVEN H. BLOOM
/s/Steven H. Bloom
----------------------------------------