SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(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)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
May 25, 2006
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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 5 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).
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CUSIP NO. 88830M102 SCHEDULE 13D/A PAGE 2 OF 5 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
4,498,800
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 4,498,800
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,498,800
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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)
22.8%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 88830M102 SCHEDULE 13D/A PAGE 3 OF 5 PAGES
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The Schedule 13D (the "Schedule 13D") filed on October 24, 2005 by JANA Partners
LLC, a Delaware limited liability company (the "Reporting Person"), relating to
the shares ("Shares") of common stock, no par value, of Titan International (the
"Issuer"), as amended by Amendment No. 1 and Amendment No. 2 to the Schedule
13D, is hereby amended as set forth below by this Amendment No. 3 to the
Schedule 13D. The principal executive office of the Issuer is located at 2701
Spruce Street, Quincy, Illinois 62301.
By oversight the Reporting Person failed to amend this Schedule 13D following
its purchases on May 25, 2006. Such purchases however were timely reported in
its publicly-filed Statements of Changes in Beneficial Ownership on Form 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
The 4,498,800 Shares reported herein by the Reporting Person, were
acquired at an aggregate purchase price of approximately $74,404,376. The Shares
beneficially owned by the Reporting Person were acquired with investment funds
in accounts under management.
Item 5. Interest in Securities of the Company.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby
amended and restated as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 19,731,332 Shares outstanding, which is
the total number of Shares outstanding as of July 26, 2006 as reported in the
Issuer's Quarterly Report on Form 10-Q filed on July 28, 2006.
As of the close of business on September 21, 2006, the Reporting Person
may be deemed to beneficially own 4,498,800 Shares constituting approximately
22.8% of the Shares outstanding.
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CUSIP NO. 88830M102 SCHEDULE 13D/A PAGE 4 OF 5 PAGES
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(b) The Reporting Person has sole voting and dispositive powers over the
4,498,800 Shares, which powers are exercised by the Principals.
(c) The following transactions in the Shares were effected by the
Reporting Person since the filing of Amendment No. 2 to the Schedule 13D. All of
the transactions in Shares listed hereto were effected in open market purchases
on the NYSE market through various brokerage entities.
Date of Transaction Shares Purchased (Sold) Price Per Share
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4/03/2006 1,400 $17.30
4/12/2006 150,000 $16.48
5/18/2006 600 $19.03
5/19/2006 30,500 $19.01
5/22/2006 1,500 $19.04
5/22/2006 15,800 $19.02
5/25/2006 35,000 $18.99
6/05/2006 37,000 $18.80
6/06/2006 75,000 $18.65
9/18/2006 6,897 $16.92
9/18/2006 107,180 $16.94
9/18/2006 8,388 $16.93
9/18/2006 37,280 $16.88
9/18/2006 503 $16.92
9/18/2006 7,280 $16.94
9/18/2006 612 $16.93
9/18/2006 2,720 $16.88
9/19/2006 300 $16.83
9/19/2006 46,700 $16.83
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CUSIP NO. 88830M102 SCHEDULE 13D/A PAGE 5 OF 5 PAGES
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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: September 22, 2006
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