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
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(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<PAGE>
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!
<PAGE>
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!
<PAGE>
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
<PAGE>
(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<PAGE>
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
<PAGE>
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
<PAGE>
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
