-----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, G27GBg3Dk7nUWKqDxxJmPhvLHbeU68Tt+9Rmkm/Rqhk3ix2SAALLA48crTqfM8N5 UsJq8wD4QXsW8zHJMZJ6nA== 0000894579-07-000368.txt : 20071109 0000894579-07-000368.hdr.sgml : 20071109 20071109121830 ACCESSION NUMBER: 0000894579-07-000368 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITAN INTERNATIONAL INC CENTRAL INDEX KEY: 0000899751 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 363228472 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42929 FILM NUMBER: 071229479 BUSINESS ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172286011 MAIL ADDRESS: STREET 1: 2701 SPRUCE ST CITY: QUINCY STATE: IL ZIP: 62301 FORMER COMPANY: FORMER CONFORMED NAME: TITAN WHEEL INTERNATIONAL INC DATE OF NAME CHANGE: 19930403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cheyne Capital Management (UK) LLP CENTRAL INDEX KEY: 0001390457 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: STORNAWAY HOUSE STREET 2: 13 CLEVELAND ROW CITY: LONDON STATE: X0 ZIP: SW1A 3DH BUSINESS PHONE: 011-44(0)2070317450 MAIL ADDRESS: STREET 1: STORNAWAY HOUSE STREET 2: 13 CLEVELAND ROW CITY: LONDON STATE: X0 ZIP: SW1A 3DH SC 13G/A 1 ti1088874.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)

TITAN INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

88830M102

(CUSIP Number)

March 8, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	x	Rule 13d-1(b)
	o	Rule 13d-1(c)
	o	Rule 13d-1(d)

CUSIP No. 88830M102

PAGE 2 OF 8 PAGES


1.	NAMES OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Cheyne Capital Management (UK) LLP


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	o
		(b)	x


3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	England & Wales


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER
		800,000

	6.	SHARED VOTING POWER
		0

	7.	SOLE DISPOSITIVE POWER
		800,000

	8.	SHARED DISPOSITIVE POWER
		0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	800,000

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.99%

12.	TYPE OF REPORTING PERSON
	IA

CUSIP No. 88830M102

PAGE 3 OF 8 PAGES


1.	NAMES OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Cheyne General Partner Inc.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	o
		(b)	x


3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	England & Wales


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER
		0

	6.	SHARED VOTING POWER
		800,000

	7.	SOLE DISPOSITIVE POWER
		0

	8.	SHARED DISPOSITIVE POWER
		800,000


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	800,000

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.99%

12.	TYPE OF REPORTING PERSON
	CO

Page 4 of 8 Pages

Item 1.	(a)	Name of Issuer:

			Titan International, Inc.

	(b)	Address of Issuer’s Principal Executive Offices:

			2701 Spruce Street
			Quincy, Illinois 62301

Item 2.	(a)	Name of Person Filing:

			This Schedule 13G is being filed jointly by Cheyne Capital Management (UK) LLP and Cheyne General Partner Inc.

	(b)	Address of Principal Business Office or, if none, Residence:

			The address of Cheyne Capital Management (UK) LLP is Stornoway House, 13 Cleveland Row, London, SW1A 3DH, England.

			The address of Cheyne General Partner Inc. is Walker House, Mary Street, PO Box 908GT, Grand Cayman, Cayman Islands.

	(c)	Citizenship:

			Cheyne Capital Management (UK) LLP is a limited liability partnership incorporated under the laws of England and Wales.

			Cheyne General Partner Inc. is a Cayman Islands corporation.

	(d)	Title of Class of Securities:

			Common Stock, no par value

	(e)	CUSIP Number:

			88830M102

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Act.
	(b)	o	Bank as defined in Section 3(a)(6) of the Act.
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act.
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940.
	(e)	x	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).*
			* Cheyne Capital Management (UK) LLP only.
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

Page 5 of 8 Pages

	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.		Ownership.

(a)	Amount Beneficially Owned: 800,000

(b)	Percent of Class: 3.99%

(c)	Number of Shares as to which the person has:

	(i)	sole power to vote or direct the vote: 800,000
	(ii)	shared power to vote or direct the vote: 800,000
	(iii)	sole power to dispose or direct the disposition of: 800,000
	(iv)	shared power to dispose or direct the disposition of: 800,000

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. **

	**Each of Cheyne Capital Management (UK) LLP (“CCMUK”), as an investment manager of Cheyne Special Situations Fund L.P. (“CLP”), and Cheyne General Partner Inc. (“CGP”), as the general manager of CLP, previously reported ownership on behalf of CLP, a Cayman Islands limited partnership and the direct beneficial owner of the shares. Each of CCMUK and CGP previously disclaimed beneficial ownership of the shares, except to the extent of any pecuniary interest therefrom.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Page 6 of 8 Pages

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 8 Pages

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.

	Date: November 8, 2007



	CHEYNE CAPITAL MANAGEMENT (UK) LLP


	By	/s/ Simon James

	Name:	Simon James
	Title:	Chief Compliance Officer


	CHEYNE GENERAL PARTNER INC.


	By	/s/ Daniele Hendry

	Name:	Daniele Hendry
	Title:	Director

Page 8 of 8 Pages

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Act, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Common Stock of Titan International, Inc., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on this day 8 of November, 2007.

	CHEYNE CAPITAL MANAGEMENT (UK) LLP


	By	/s/ Simon James

	Name:	Simon James
	Title:	Chief Compliance Officer


	CHEYNE GENERAL PARTNER INC.


	By	/s/ Daniele Hendry

	Name:	Daniele Hendry
	Title:	Director

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