-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KaqCVJ301eKvftF84DTIKhZnfR646R20eiJRiIKaqzVaH7b/5yKCiZuZWCj/uxLb T0uGuxQYlpWrSXWlVQbgVA== 0000910643-98-000113.txt : 19981228 0000910643-98-000113.hdr.sgml : 19981228 ACCESSION NUMBER: 0000910643-98-000113 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITAN CORP CENTRAL INDEX KEY: 0000032258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 952588754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-12069 FILM NUMBER: 98775791 BUSINESS ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195529500 MAIL ADDRESS: STREET 1: 3033 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121-1199 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC MEMORIES & MAGNETICS CORP DATE OF NAME CHANGE: 19850610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANCER PARTNERS L P /NEW CENTRAL INDEX KEY: 0001018915 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 PARK AVE STE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128083700 MAIL ADDRESS: STREET 1: 980 POST ROAD EAST CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. __)* THE TITAN CORPORATION - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock,$.01 par value per share - ---------------------------------------------------------------------------- (Title of Class of Securities) 888266103 ------------------------- (CUSIP Number) December 14, 1998 - ----------------------------------------------------------------------------- (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 in 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). Page 1 of 10 CUSIP No. 888266103 SCHEDULE 13G Page 2 of 10 _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Lancer Partners, Limited Partnership _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (See Item 6) (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _____________________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF 894,000 SHARES ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 894,000 ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH -0- _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 894,000 _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.44% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ * SEE INSTRUCTIONS BEFORE FILING OUT! CUSIP No. 888266103 SCHEDULE 13G Page 3 of 10 _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Lancer Offshore, Inc. _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (See Item 6) (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands _____________________________________________________________________________ 5 SOLE VOTING POWER NUMBER OF 1,085,000 SHARES ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY -0- ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,085,000 ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH -0- _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,085,000 _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.96% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ * SEE INSTRUCTIONS BEFORE FILING OUT! Item 1(a). Name of Issuer: The Titan Corporation (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: 303 Science Park Road, San Diego, California 92121. Item 2(a). Name of Person Filing: Lancer Partners, Limited Partnership ("LP") Lancer Offshore, Inc. ("LOI") Item 2(b). Address of Principal Business Office or, if None, Residence: Lancer Partners, Limited Partnership 980 Post Road East, Suite 3 Westport, CT 06880 Lancer Offshore, Inc. c/o CITCO Fund Services (Curacao) N.V. Kaya Flamboyan 9 P.O. Box 812 Curacao, Netherlands Antilles Item 2(c). Citizenship: LP: Connecticut LOI: British Virgin Islands Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share, of the Company ("Common Stock"). Item 2(e). CUSIP Number: 888266103 Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b), or 13d- 2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; Page 4 of 10 (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment advisor in accordance with Rule 13- d(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section (c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Item 4. Ownership. Provide the following information regarding the aggregate number and percentages of securities of the Issuer identified in Item 1. (a) Lancer Partners, Limited Partnership beneficially owns 894,000 shares of Titan Common Stock. Lancer Offshore, Inc. beneficially owns 1,085,000 shares of Titan Common Stock. (b) The amount of shares beneficially owned by Lancer Partners, Limited Partnership, represents approximately 2.44% of the outstanding shares of Titan Common Stock. The amount of shares beneficially owned by Lancer Offshore, Inc. represents approximately 2.96% of the outstanding shares of Titan Common Stock. (Both amounts are based on 36,650,460 shares outstanding on December 23, 1998.) (c) Each Member is the sole record owner of the securities identified in subsection (a) above, and each member has sole power to vote or direct the vote of such securities and sole power to dispose or to direct the disposition of such securities. Page 5 of 10 Item 5. Ownership of Five Percent or Less of a Class: Not applicable. Item 6. Lancer Management Group II, LLC, a Connecticut limited liability company ("LMG II"), is the sole general partner of Lancer Partners, Limited Partnership. Michael Lauer is the sole manager and principal member of LMG II and he controls all of its operations and activities. Lancer Management Group, LLC, a Connecticut limited liability company ("LMG"), is the sole investment manager of Lancer Offshore, Inc. Michael Lauer is the sole manager and principal member of LMG and he controls all of its operations and activities. No other person, other than Michael Lauer, 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 respective securities identified in Item 4 above. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Lancer Partners, Limited Partnership and Lancer Offshore, Inc. are the only Members of the Group filing this Schedule 13G. Item 9. Notice of Dissolution of a Group. Not applicable. Item 10. Certification. Not applicable Page 6 of 10 SIGNATURE 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: December 24, 1998 Lancer Partners, Limited Partnership By: Lancer Management Group II, LLC By:/s/ Michael Lauer ------------------------------ Name: Michael Lauer Title: Manager Lancer Offshore, Inc. By: Lancer Management Group, LLC By:/s/ Michael Lauer ------------------------------- Name: Michael Lauer Title: Manager Page 7 of 10 JOINT FILING AGREEMENT JOINT FILING AGREEMENT made this 24th day of December, 1998, by and between LANCER PARTNERS, LIMITED PARTNERSHIP, a Connecticut limited partnership ("Partnership"), LANCER OFFSHORE, INC., A British Virgin Islands corporation ("Corporation"). W I T N E S S E T H : WHEREAS, Partnership and Corporation collectively own more than five (5%) percent of the issued and outstanding common stock $.01 par value, of The Titan Corporation ("Titan Common Stock"); and WHEREAS, pursuant to the Section 13(g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, the parties hereto are required to file a Schedule 13G with the Securities and Exchange Commission ("SEC"). NOW, THEREFORE, the parties agree as follows: 1. The Partnership and Corporation hereby agree to jointly file a Schedule 13G with the SEC regarding the ownership of Titan Common Stock and to file any and all amendments and supplements thereto. 2. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and may not be amended, modified or changed pursuant except pursuant to a written instrument signed by all parties. IN WITNESS WHEREOF, the parties have signed this Agreement the day and year first above written. LANCE PARTNERS, LIMITED PARTNERSHIP LANCER OFFSHORE, INC. By: Lancer Management By: Lancer Management Group II, LLC Group, LLC By:/s/ Michael Lauer By:/s/ Michael Lauer __________________ ______________________ Name: Michael Lauer Name: Michael Lauer Title: Manager Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----