-----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, Odq2L5klxufNq6eIedyfDPJuT5l54vhBv848/QqZSlSWV+veMZ/g1plIJQmwB5Lb MaCBY5Q8aj2TES+6BUK0Rw== 0001013594-05-000261.txt : 20050611 0001013594-05-000261.hdr.sgml : 20050611 20050609170246 ACCESSION NUMBER: 0001013594-05-000261 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050609 DATE AS OF CHANGE: 20050609 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-42929 FILM NUMBER: 05888072 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: ADAR Investment Management LLC CENTRAL INDEX KEY: 0001317613 IRS NUMBER: 200898440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 156 WEST 56TH STREET, SUITE 801 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 373-8930 MAIL ADDRESS: STREET 1: 156 WEST 56TH STREET, SUITE 801 CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 titan13g-060905.txt JUNE 9, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.___ )* Titan International, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 745769109 (CUSIP Number) March 22, 2005 (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 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). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ADAR Investment Fund Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,666,665 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,666,665 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,665 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ADAR Investment Management LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,666,665 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,666,665 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,665 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2% 12. TYPE OF REPORTING PERSON* OO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abby Flamholz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,666,665 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,666,665 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,665 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yehuda Blinder 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,666,665 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,666,665 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,666,665 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Titan International, Inc. ("Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2701 Spruce Street Quincy, Illinois 62301 ITEM 2(a). NAME OF PERSON FILING: The names of the persons ("Reporting Persons") filing this statement on Schedule 13G are: ADAR Investment Fund Ltd., a Cayman Islands exempted company ("Investment Fund"), ADAR Investment Management LLC, a Delaware limited liability company ("Management Company"), Abby Flamholz, a citizen of the United States ("Flamholz"), and Yehuda Blinder, a citizen of the United States ("Blinder"). The Management Company is the investment manager of the Investment Fund. Flamholz and Blinder are the controlling persons of the Management Company. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business address for each of the Management Company, Flamholz and Blinder is 156 West 56th Street, Suite 801 New York, New York 10019. The principal business address for the Investment Fund is c/o Appleby Corporate Services (Cayman) Limited, Clifton House, 75 Fort Street, P.O. Box 1350 GT, George Town, Grand Cayman, Cayman Islands. ITEM 2(c). CITIZENSHIP: The Investment Fund is a Cayman Islands exempted company. The Management Company is a Delaware limited liability company. Each of Flamholz and Blinder is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, no par value (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 88830M102 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 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. (c) [ ] Insurance company 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 adviser in accordance with Rule 13d-1(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 3(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 percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Reporting Persons beneficially own shares of the Issuer's 5-1/4% convertible preferred stock which convert into 1,666,665 shares of Common Stock. (b) Percent of Class: The Reporting Persons beneficially own 1,666,665 shares of Common Stock representing 9.2% of all the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: The Investment Fund, the Management Company, Flamholz and Blinder have the shared power to vote or direct the vote of 1,666,665 shares of Common Stock beneficially owned by the Reporting Persons. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: The Investment Fund, the Management Company, Flamholz and Blinder have the shared power to dispose or to direct the disposition of the 1,666,665 shares of Common Stock beneficially owned by the Reporting Persons. 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Exhibit B attached hereto. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his 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. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: June 9, 2005 ADAR INVESTMENT FUND LTD. By: /s/ Abby Flamholz ----------------- Name: Abby Flamholz Title: Director ADAR INVESTMENT MANAGEMENT LLC By: /s/ Abby Flamholz ----------------- Name: Abby Flamholz Title: Manager /s/ Abby Flamholz ----------------- Abby Flamholz /s/ Yehuda Blinder ------------------ Yehuda Blinder EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Titan International, Inc. dated as of June 9, 2005 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: June 9, 2005 ADAR INVESTMENT FUND LTD. By: /s/ Abby Flamholz ----------------- Name: Abby Flamholz Title: Director ADAR INVESTMENT MANAGEMENT LLC By: /s/ Abby Flamholz ----------------- Name: Abby Flamholz Title: Director /s/ Abby Flamholz ----------------- Abby Flamholz /s/ Yehuda Blinder ------------------ Yehuda Blinder EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP ADAR Investment Fund Ltd. ADAR Investment Management LLC Abby Flamholz Yehuda Blinder -----END PRIVACY-ENHANCED MESSAGE-----