UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the
Securities Exchange Act of 1934
(Amendment
No. 1)*
TITAN
INTERNATIONAL, INC.
(Name
of
Issuer)
Common
Stock, no par value
(Title
and Class of Securities)
88830M102
(CUSIP
Number)
MAURICE
M. TAYLOR JR.
2701
Spruce Street
Quincy,
IL 62301
(217)
228-6011
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
With
Copies to:
Schmiedeskamp
Robertson Neu & Mitchell
525
Jersey
Quincy,
IL 62301
Attention:
William M. McCleery Jr.
(217)
223-3030
November
10, 2005
(Date
of
Event which Requires Filing of this Amendment)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
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).
SCHEDULE
13D
CUSIP
NO.
88830M102
Page 2
of 6
1 NAMES
OF
REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maurice
M. Taylor Jr.
IRS
Identification No.
2 CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
/
/
(b)
/
/
3 SEC
USE
ONLY
4 SOURCE
OF
FUNDS
PF
5 CHECK
BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) /
/
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
NUMBER
OF 7 SOLE
VOTING POWER
SHARES
BENEFICIALLY 809,076
OWNED
BY
EACH
REPORTING 8 SHARED
VOTING POWER
PERSON
WITH
601,600
9 SOLE
DISPOSITIVE POWER
809,076
10 SHARED
DISPOSITIVE POWER
601,600
CUSIP
NO.
88830M102
Page 3
of 6
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,676
12 CHECK
BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See Instructions) /
/
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14 TYPE
OF
REPORTING PERSON (See Instructions)
IN
SCHEDULE
13D
This
Amendment (the “Amendment”) to the Statement on Schedule 13D filed on October
24, 2005 by a group including, but not limited to, Maurice M. Taylor, Jr.
(the
“Original Statement”), relates to the common stock, no par value per share (the
“Common Stock”) of Titan International, Inc., an Illinois corporation (the
“Company”).
Item
1. SECURITY
AND ISSUER
There
are
no material changes to this Item with respect to Mr. Taylor.
Item
2. IDENTITY
AND BACKGROUND
There
are
no material changes to this Item with respect to Mr. Taylor.
Item
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The
following information supplements and amends this Item of the Original Statement
with respect to Mr. Taylor:
Mr.
Taylor is filing this Amendment because, since the date of the Original
Statement, he and his wife have sold more than one percent of the shares
of
Common Stock beneficially held by Mr. Taylor.
Item
4. PURPOSE
OF TRANSACTION
The
following information supplements and amends this Item of the Original Statement
with respect to Mr. Taylor:
On
November 8, 9 and 10, 2005, Mr. Taylor and his wife sold shares of Common
Stock
on the open market for estate planning purposes. Mr. Taylor continues to
expect
to participate in the acquiring entity with respect to the proposed transaction
discussed in Item 4 of the Original Statement and, in connection therewith,
to
roll over a portion of his shares of Common Stock into the acquiring entity.
However, Mr. Taylor may sell or purchase shares of Common Stock from time
to
time in the future and may change his plans with respect to any of the foregoing
in the future. Mr. Taylor’s sale of shares was a personal matter for estate
planning purposes and has no bearing on, or relationship to, whether or not
the
transaction discussed in Item 4 of the Original Statement will or will not
occur.
Item
5. INTEREST
IN SECURITIES OF THE ISSUER
The
following information supplements and amends this Item of the Original Statement
with respect to Mr. Taylor:
(a
through b)
Mr.
Taylor and his wife sold in the open market on November 8, 2005, 118,500
shares
of Common Stock at a price of $17.2587, sold in the open market on November
9,
2005, 284,000 shares of Common Stock at a price of $17.1578 and sold in the
open
market on November 10, 2005, 200 shares of Common Stock at a price of $17.135.
As
a
result of the foregoing sales, Mr. Taylor beneficially owns 1,410,676 shares
of
Common Stock (including 229,010 shares issuable upon exercise of presently
exercisable stock options or options exercisable within the next 60 days),
which
includes 551,600 shares directly held jointly by Mr. Taylor and his wife
as to
which they share voting and dispositive power, 809,076 shares directly held
by
Mr. Taylor as to which he has sole voting and dispositive power, and 50,000
shares held by the Maurice and Michelle Taylor Foundation (which is a
charitable/educational foundation) with which Mr. Taylor shares voting and
dispositive power.
(c) Transactions
during the past sixty days
Mr.
Taylor and his wife sold in the open market on November 8, 2005, 118,500
shares
of Common Stock at a price of $17.2587, sold in the open market on November
9,
2005, 284,000 shares of Common Stock at a price of $17.1578 and sold in the
open
market on November 10, 2005, 200 shares of Common Stock at a price of $17.135.
|
Item
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF
THE ISSUER.
|
There
are
no material changes to this Item with respect to Mr. Taylor.
Item
7. MATERIALS
TO BE FILED AS EXHIBITS
There
are
no exhibits to this Amendment.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this Amendment is true, complete
and
correct.
Dated: November
14, 2005 _/s/
MAURICE M. TAYLOR JR.___
Maurice
M. Taylor Jr.