UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
The Titan Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
888266103
(CUSIP Number)
Mr. Jack D. Witt
4360 Juniper Trail
Reno, NV 89509
(702) 746-4717
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 8, 1997
(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* 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 disclosure 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).
SCHEDULE 13D
CUSIP No. 888266103 Page 2 of 4 Pages
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Mr. Jack D. Witt Social Security Number: ###-##-####
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
SEC USE ONLY
3
SOURCE OF FUNDS*
4 OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
5 [_]
CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
NUMBER OF SOLE VOTING POWER
7 664,296
SHARES
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY SOLE DISPOSITIVE POWER
9 664,296
EACH
SHARED DISPOSITIVE POWER
PERSON 10 0
WITH
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 664,296
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
12 [_]
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 3.97%
TYPE OF REPORTING PERSON*
14 IN
Amendment No. 2 to Statement on Schedule 13D
This amended statement on Schedule 13D relates to the
Common Stock, $.01 par value per share (the "Shares"), of The Titan
Corporation (the "Company"). Items 2 and 5 of this statement,
previously filed by Mr. Jack D. Witt (the "Reporting Person"), are
hereby amended as set forth below.
Item 2. Identity and Background.
Name: Jack D. Witt
Address: 4360 Juniper Trail
Reno, NV 89509
Principal Occupation: Consultant
Citizenship: U.S.
Mr. Witt has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Nor has Mr. Witt, during the last five
years, been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Mr. Witt is the sole beneficial owner of 664,296 shares
of Titan Common Stock. Mr. Witt has sole voting and investment
power with respect to all such shares; provided, however, that
pursuant to a Stockholder's Agreement entered into between Witt and
Titan in connection with the Acquisition, Witt has agreed for a
period of two years to vote all shares of Titan Common Stock and
Series B Preferred Stock in proportion to the vote of the other
outstanding voting securities of Titan in respect of each proposal
submitted for a stockholder vote.
During the last 60 days Mr. Witt has disposed of 197,788
shares of Titan Common Stock through open market transactions on
the New York Stock Exchange. In addition, Mr. Witt's right to
convert 500,000 shares of Series B Preferred Stock into 333,333
shares of Common stock has expired. The following table sets forth
all transactions Mr. Witt has conducted during the last 60 days.
Date Activity Quantity
11/24/97 Expiration of 333,333
Conversion Right
12/2/97 Sale 25,000
12/3/97 Sale 72,788
12/8/97 Sale 100,000
Total 531,121
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: January 9, 1998
By:
Jack D. Witt
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