-----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, D/t5ZZg31pjr9V0dIF7m0wnttLgo1VcwMyDUe43r57JNRWhJvGQgwaCGLNPoCT7R B7CYg79yV1tFs35LYdEIvQ== 0000902664-07-003164.txt : 20071108 0000902664-07-003164.hdr.sgml : 20071108 20071108080924 ACCESSION NUMBER: 0000902664-07-003164 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRONOX INC CENTRAL INDEX KEY: 0001328910 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 202868245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81175 FILM NUMBER: 071223480 BUSINESS ADDRESS: STREET 1: ONE LEADERSHIP SQUARE, SUITE 300 STREET 2: 211 NORTH ROBINSON CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-775-5000 MAIL ADDRESS: STREET 1: ONE LEADERSHIP SQUARE, SUITE 300 STREET 2: 211 NORTH ROBINSON CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FORMER COMPANY: FORMER CONFORMED NAME: New-Co Chemical, Inc. DATE OF NAME CHANGE: 20050601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RLR Capital Partners, LP CENTRAL INDEX KEY: 0001366148 IRS NUMBER: 861142470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-903-2710 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 sc13d.txt TRONOX INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ________)* Tronox Incorporated ------------------------------------------------------------------------------- (Name of Issuer) Class B Common Stock, par value $0.01 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 897051207 ------------------------------------------------------------------------------- (CUSIP Number) Mr. Robert L. Rosen RLR Capital Partners, LP 152 West 57th Street, 21st Floor New York, NY 10019 (212) 903-2700 With a copy to: Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 6, 2007 ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 10 Pages) - -------------------------- * 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). (Page 2 of 10 PAGES) - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 3 OF 10 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RLR Capital Partners, LP - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- - ----------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,200,000 OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,200,000 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 4 OF 10 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert L. Rosen - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- - ----------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,200,000 OWNED BY ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,200,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,200,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 5 OF 10 PAGES - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Class B Common Stock, par value $0.01 per share (the "Class B Shares"), of Tronox Incorporated (the "Issuer"). The principal executive office of the Issuer is located at One Leadership Square, Suite 300, 211 N. Robinson Avenue, Oklahoma City, Oklahoma 73102. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) The persons filing this statement are RLR Capital Partners, LP, a New York limited partnership ("RLR") and Robert L. Rosen. RLR's principal business is to serve as the investment manager of funds and/or accounts, including RLR Focus Master Fund, LP, a limited partnership formed under the laws of the Cayman Islands (the "Fund") and the holder of the Class B Shares set forth in this Schedule 13D. RLR Capital Partners GP, LLC, a New York limited liability company ("Manager"), is the sole general partner of RLR, and serving in such capacity is its principal business. Mr. Robert L. Rosen (together with Manager, RLR and the Fund, the "Reporting Persons") is the managing member of the Manager, and serving in such capacity is his present principal occupation or employment. The Reporting Persons have their principal business and office addresses at 152 West 57th Street, 21st Floor New York, New York 10019. (d) None of the Reporting Persons has ever been convicted in any criminal proceeding. (e) None of the Reporting Persons has ever been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now 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. (f) Mr. Rosen is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION All of the funds used to purchase the Class B Shares described in this Schedule 13D came from the working capital of the Fund. A total of approximately $12.2 million was paid to acquire such Class B Shares. - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 6 OF 10 PAGES - -------------------------------------------------------------------------------- ITEM 4. PURPOSE OF TRANSACTION The Fund originally acquired Class B Shares for investment in the ordinary course of business because the Reporting Persons believed that the Class B Shares, when purchased, were substantially undervalued and represented an attractive investment opportunity. The Reporting Persons have had, and expect to continue to have, discussions with the Issuer's management regarding the Company's business and prospects. On November 7, 2007, the Reporting Persons sent a letter to the Issuer expressing their support for the Issuer's management and the initiatives management has undertaken. A copy of the letter is attached hereto as Exhibit 1 and is incorporated herein by reference. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review the Fund's investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Board of Directors, price levels of the Class B Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to the Fund's investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Class B Shares or selling some or all of the Class B Shares held by the Fund, engaging in short selling of or any hedging or similar transactions with respect to the Class B Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Persons beneficially own 1,200,000 Class B Shares, constituting approximately 5.24% of the Class B Shares outstanding. The aggregate percentage of Class B Shares beneficially owned by the Reporting Persons is based upon 22,889,431 Class B Shares outstanding, which is the total number of Class B Shares outstanding as of July 31, 2007 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2007. (b) RLR and Mr. Rosen share power to vote and direct the disposition of all of the Class B Shares held by the Fund. Thus, as of November 6, 2007, the Reporting Persons may be deemed to beneficially own 1,200,000 Class B Shares, or 5.24% of the Class B Shares issued and outstanding as of that date. (c) The following transactions in the Class B Shares were effected by the Reporting Persons during the past 60 days, each of which was effected in open market transactions. - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 7 OF 10 PAGES - -------------------------------------------------------------------------------- RLR Focus Master Fund, LP TRADE DATE SHARES PURCHASED/SOLD PRICE PER SHARE ------------ --------------------- ----------------- 09/10/2007 2,100.00 10.01 09/14/2007 1,600.00 9.92 09/17/2007 10,000.00 9.87 09/17/2007 1,800.00 9.83 09/18/2007 8,300.00 9.87 09/26/2007 35,000.00 9.15 09/26/2007 15,000.00 9.15 09/28/2007 25,000.00 9.09 09/28/2007 5,000.00 9.03 10/01/2007 25,000.00 9.03 10/02/2007 10,000.00 9.00 10/02/2007 10,000.00 9.00 10/02/2007 5,000.00 9.00 10/03/2007 20,000.00 8.92 10/03/2007 10,000.00 8.89 10/04/2007 22,100.00 8.83 10/08/2007 13,000.00 9.04 10/09/2007 16,200.00 8.97 10/10/2007 25,000.00 8.96 10/11/2007 23,000.00 8.65 10/15/2007 15,000.00 8.39 10/16/2007 15,500.00 8.14 10/19/2007 15,000.00 7.83 10/22/2007 10,000.00 7.68 10/22/2007 5,600.00 7.54 10/23/2007 20,000.00 7.35 10/23/2007 50,000.00 7.30 10/24/2007 10,000.00 7.32 10/25/2007 10,000.00 7.38 10/26/2007 3,800.00 7.66 10/30/2007 20,000.00 7.66 10/31/2007 135,000.00 8.33 10/31/2007 25,000.00 8.26 11/06/2007 60,000.00 7.60 11/06/2007 2,400.00 7.60 (d) No person other than the Reporting Persons 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, such Class B Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 8 OF 10 PAGES - -------------------------------------------------------------------------------- Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Letter from the Reporting Persons to the Issuer, dated November 7, 2007 - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 9 OF 10 PAGES - -------------------------------------------------------------------------------- SIGNATURES 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: November 8, 2007 /s/ Robert L. Rosen ------------------------------ Robert L. Rosen, in his capacity as the managing member of RLR Capital Partners GP, LLC, the sole general partner of RLR Capital Partners, LP /s/ Robert L. Rosen ------------------------------ Robert L. Rosen - -------------------------------------------------------------------------------- CUSIP NO. 897051207 SCHEDULE 13D PAGE 10 OF 10 PAGES - -------------------------------------------------------------------------------- EXHIBIT INDEX 1. Letter from the Reporting Persons to the Issuer, dated November 7, 2007 EX-99 2 letter.txt LETTER November 7, 2007 Mr. Thomas W. Adams, Chairman and Chief Executive Officer Tronox Incorporated One Leadership Square, Suite 300 211 N. Robinson Ave. Oklahoma City, Oklahoma 73102 Dear Tom: Our firm has been following your company and industry since early 2006, shortly after your spin-off from Kerr-McGee. Over the past year, my colleagues and I have spoken and met with you and other senior members of your team on multiple occasions. With each successive quarter, we gain increasing confidence that you are undertaking the appropriate measures to position Tronox for considerable value creation over the next few years. We have continued to grow our position during this period, and as of November 6, 2007, RLR Capital Partners, LP and RLR Focus Master Fund, LP, beneficially own 1,200,000 Class B shares of Tronox Incorporated in the aggregate, which represents approximately 5.24% of the outstanding Class B shares. We believe shares of Tronox are significantly undervalued and are supportive of your efforts to build long-term value in the titanium dioxide industry. Your team's execution on Project Cornerstone, the company-wide program to permanently reduce operating expenses and improve working capital positioning, have already borne fruit, as evidenced by your ability to generate cash and pay down debt this year despite extremely difficult industry conditions that have seen historically low margins. We have been particularly impressed by your ability to exceed the project milestones and your continuous resetting of a higher bar for the company to achieve. As pricing discipline continues to return to the market, as is evident by the recent rounds of price increases by all major competitors, and as strong demand growth in Asia and Europe continue to push industry utilization towards 100% with no new capacity coming on-line for the foreseeable future, the efficiencies and working capital improvements you have undertaken should yield extremely strong EBITDA and free cash flow growth for at least the next few years. This free cash flow growth, coupled with continuing sales of non-core real estate, should further strengthen the company's balance sheet and position Tronox for significant capital returns to shareholders over time. As downstream providers continue to pursue consolidation strategies, as evidenced by such recent deals as Akzo Nobel acquiring Imperial Chemical Industries, PPG Industries acquiring SigmaKalon Group and Sherwin Williams' multiple acquisitions over the past year, we believe the logic and inevitably of further consolidation in the titanium dioxide industry is irrefutable. The lack of acceptable functional substitutes for titanium dioxide in the production of paint and other coatings and the high replacement costs for the industry's manufacturing footprint should provide considerable valuation support for further deals in the industry, particularly against a backdrop of improving industry-wide fundamentals. Further, the titanium dioxide industry is heavily concentrated, with the top five players holding more than 70% market share, suggesting that even one further round of consolidation could have a very meaningful impact on industry fundamentals and valuations. Certainly transactions that have been done recently have been consummated at valuations far in excess of Tronox's current valuation. We are confident that as further industry consolidation opportunities arise, you will examine them in the light of producing strong growth in shareholder value. We look forward to a continuing dialogue with you and your team and further discussion of the items discussed in this letter. Very truly yours, Robert L. Rosen -----END PRIVACY-ENHANCED MESSAGE-----