SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CITIGROUP INC
(Last) (First) (Middle)
399 PARK AVENUE
(Street)
NEW YORK NY 10043
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TITAN INTERNATIONAL INC [ TWI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/21/2004 D 4,894,464(1) D $3.06(2) 0 I By Subsidiary(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CITIGROUP INC
(Last) (First) (Middle)
399 PARK AVENUE
(Street)
NEW YORK NY 10043
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITIGROUP HOLDINGS CO
(Last) (First) (Middle)
ONE RODNEY SQUARE
(Street)
WILMINGTON DE 19899
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITICORP
(Last) (First) (Middle)
399 PARK AVENUE
(Street)
NEW YORK NY 10043
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITICORP BANKING CORP
(Last) (First) (Middle)
ONE PENN'S WAY
(Street)
NEW CASTLE DE 19720
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
COURT SQUARE CAPITAL LTD
(Last) (First) (Middle)
399 PARK AVENUE
(Street)
NEW YORK NY 10043
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
Explanation of Responses:
1. The disposition of 4,894,464 shares reported herein represents shares of Common Stock that were, prior to the disposition, directly beneficially owned by Court Square Capital Limited ("Court Square").
2. Court Square may receive an additional $5 million in consideration pending the outcome of certain litigation between the Issuer and a third party.
3. Court Square is a wholly-owned subsidiary of Citicorp Banking Corporation, which is a wholly owned subsidiary of Citicorp, which is a wholly owned subsidiary of Citigroup Holdings Company, which is a wholly owned subsidiary of Citigroup Inc. Each of Citigroup Inc., Citigroup Holdings Company, Citicorp and Citicorp Banking Corporation disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interests therein.
Remarks:
Although the Reporting Person was previously the beneficial owner of more than 10% of the Issuer's securities (a "10% Owner"), as of April 21, 2004, the Reporting Person was no longer a 10% Owner.
Citigroup Inc., By: David C. Goldberg, Assistant Secretary 04/22/2004
Citigroup Holdings Company, By: David C. Goldberg, Assistant Secretary 04/22/2004
Citicorp, By: David C. Goldberg, Assistant Secretary 04/22/2004
Citicorp Banking Corporation, By: William H. Wolf, Senior Vice President 04/22/2004
Court Square Capital Limited, By: Anthony P. Mirra, Vice President 04/22/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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