8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 11, 2005

TITAN INTERNATIONAL, INC.

(Exact name of Registrant as specified in its Charter)

Illinois	1-12936	36-3228472
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2701 Spruce Street, Quincy, IL 62301

(Address of principal executive offices, including Zip Code)

(217) 228-6011

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 8.01 OTHER EVENTS

Titan International, Inc. announces receipt of cash merger offer. See press release dated October 11, 2005.

Item 9.01FINANCIAL STATEMENTS AND EXHIBITS

(c)Exhibits

99 Titan International, Inc.’s press release dated October 11, 2005, regarding receipt of cash merger offer.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TITAN INTERNATIONAL, INC.

(Registrant)

Date:	October 11, 2005	By:	/s/ Kent W. Hackamack
			Kent W. Hackamack
			Vice President of Finance and Treasurer
			(Principal Financial Officer and
			Principal Accounting Officer)

EXHIBIT INDEX

Exhibit No.Description

99Titan International, Inc.’s press release dated October 11, 2005, regarding receipt of cash merger offer.

EX-99

Exhibit 99

TITAN INTERNATIONAL INC. ANNOUNCES RECEIPT OF CASH MERGER OFFER

Quincy, IL. - October 11, 2005 - Titan International, Inc., (NYSE: TWI) announced today that it has received an offer from One Equity Partners LLC (“One Equity”), a private equity affiliate of JPMorgan Chase & Co., indicating One Equity’s interest in acquiring Titan International, Inc., in a cash merger for $18.00 per share of Titan common Stock. The offer is subject to reaching a definitive agreement with the customary conditions, due diligence, financing, both One Equity and Titan board approvals and Titan’s stockholders’ approval. A Special Committee of the Board of Directors of Titan was formed to pursue discussions with One Equity. Mr. Richard M. Cashin, Jr., one of Titan’s directors, is also the Managing Partner of One Equity. Mr. Maurice M. Taylor, Jr., Chief Executive Officer and Chairman of the Board of Directors of Titan, is expected to participate with One Equity Partners. Additionally, Mr. Mitchell I. Quain and Mr. Anthony L. Soave, also directors of Titan, may participate.

One Equity Partners manages $5 billion of investments and commitments for JPMorgan Chase & Co. in direct private equity transactions. Partnering with management, One Equity invests in transactions that initiate strategic and operational changes in businesses to create long-term value. One Equity’s investment professionals are located across North America and Europe, with offices in New York, Chicago and Frankfurt.

Titan International, Inc., a holding company, owns subsidiaries that supply wheels, tires and assemblies for off-highway equipment used in agricultural, earthmoving/construction, and consumer (i.e. all terrain vehicles and trailers) applications.

Contact: Courtney Leeser

Communications Coordinator

(217) 221-4489