seneca_13g112010.htm
 
 
 
   


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  OMB APPROVAL
  OMB Number:3235-0145
  Expires: February 28, 2009
  Estimated average burden
  hours per response… 10.4
 



SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)1/
 


TRONOX INCORPORATED
(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)


 
897051108
  
(CUSIP Number)

November 3, 2010
(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)




 
1/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. Beneficial ownership information contained herein is given as of the date listed above.
 
                  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).

 
 
 
CUSIP NO.  897051108
 



1
Names of Reporting Persons.
Seneca Capital Investments, L.P.
Seneca Capital Investments, LLC
Douglas A. Hirsch
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [X]
3
SEC Use Only
4
Citizenship or Place of Organization.
Seneca Capital Investments, L.P. – Delaware
Seneca Capital Investments, LLC – Delaware
Douglas A. Hirsch – United States
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
Seneca Capital Investments, L.P. – 0 shares
Seneca Capital Investments, LLC – 0 shares
Douglas A. Hirsch – 0 shares
 
6    Shared Voting Power
Seneca Capital Investments, L.P. – 1,285,537 shares
Seneca Capital Investments, LLC – 1,285,537 shares
Douglas A. Hirsch – 1,285,537 shares
 
7    Sole Dispositive Power
Seneca Capital Investments, L.P. – 0 shares
Seneca Capital Investments, LLC – 0 shares
Douglas A. Hirsch – 0 shares
 
8    Shared Dispositive Power
Seneca Capital Investments, L.P. – 1,285,537 shares
Seneca Capital Investments, LLC – 1,285,537 shares
Douglas A. Hirsch – 1,285,537 shares
 
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
Seneca Capital Investments, L.P. – 1,285,537 shares
Seneca Capital Investments, LLC – 1,285,537 shares
Douglas A. Hirsch – 1,285,537 shares
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
Not applicable.
  
11
Percent of Class Represented by Amount in Row (9)
Seneca Capital Investments, L.P. – 6.9%
Seneca Capital Investments, LLC – 6.9%
Douglas A. Hirsch – 6.9%
 
  
12
Type of Reporting Person (See Instructions)
Seneca Capital Investments, L.P. – OO (Limited Liability Company)
Seneca Capital Investments, LLC – OO (Limited Liability Company)
 Douglas A. Hirsch – IN
 
  


 
 
 
CUSIP NO.  897051108
 



Item 1.
 
(a)
Name of Issuer
 
Tronox Incorporated
(b)
Address of Issuer's Principal Executive Offices
 
3301 N.W. 150th Street, Oklahoma City, Oklahoma, 73134

Item 2.
 
(a)
Name of Person Filing
 
Seneca Capital Investments, L.P.
Seneca Capital Investments, LLC
Douglas A. Hirsch
 
(b)
Address of Principal Business Office or, if none, Residence
 
Seneca Capital Investments, L.P.
Seneca Capital Investments, LLC
Douglas A. Hirsch
c/o Seneca Capital
590 Madison Avenue, 28th Floor
New York, NY  10022
 
(c)
Citizenship
 
Seneca Capital Investments, L.P. - Delaware
Seneca Capital Investments, LLC - Delaware
Douglas A. Hirsch - United States
 
(d)
Title of Class of Securities
 
Class A Common Stock. par value $0.01 per share
(e)
CUSIP Number
 
897051108

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).


 
 
 
CUSIP NO.  897051108
 



(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d–1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 

 
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
 
Seneca Capital Investments, L.P. – 1,285,537 shares
Seneca Capital Investments, LLC – 1,285,537 shares
Douglas A. Hirsch – 1,285,537 shares
 
(b)
Percent of Class
 
Seneca Capital Investments, L.P. – 6.9%
Seneca Capital Investments, LLC – 6.9%
Douglas A. Hirsch – 6.9%
 
(c)
Number of shares as to which such person has:
 
(i)
sole power to vote or to direct the vote
   
Seneca Capital Investments, L.P. – 0 shares
Seneca Capital Investments, LLC – 0 shares
Douglas A. Hirsch – 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
Seneca Capital Investments, L.P. – 1,285,537 shares
Seneca Capital Investments, LLC – 1,285,537 shares
Douglas A. Hirsch – 1,285,537 shares
 


 
 
 
CUSIP NO.  897051108
 



 
(iii)
sole power to dispose or to direct the disposition of
   
Seneca Capital Investments, L.P. – 0 shares
Seneca Capital Investments, LLC – 0 shares
Douglas A. Hirsch – 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
Seneca Capital Investments, L.P. – 1,285,537 shares
Seneca Capital Investments, LLC – 1,285,537 shares
Douglas A. Hirsch – 1,285,537 shares
 
** Shares reported for Seneca Capital Investments, L.P. (“Seneca LP”) reflect the shares held of record by certain private investment vehicles of which Seneca LP is the investment manager.  Shares reported for Seneca Capital Investments, LLC (“Seneca LLC”) reflect the shares reported for Seneca LP.  Seneca LLC is the general partner of Seneca LP.  Seneca LP and Seneca LLC have voting and investment control over the shares reported for such entities herein, but each disclaims beneficial ownership of such shares and warrants except to the extent of its pecuniary interest therein.  Shares reported for Douglas A. Hirsch reflect the shares reported for Seneca LLC, of which Mr. Hirsch is the managing member, and in such capacity, Mr. Hirsch may be deemed to have voting and investment control over such shares and warrants.  Mr. Hirsch disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein.


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 person has 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
 
Not applicable.

Item 9.
Notice of Dissolution of Group
 
Not applicable.

Item 10.
Certification
 
By signing below I certify that, to the best of my 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.


 
 
 
CUSIP NO.  897051108
 


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.

Date:              November 15, 2010

SENECA CAPITAL INVESTMENTS, L.P.
By: Seneca Capital Investments, LLC,
its General Partner


By:           /s/ Douglas A. Hirsch 
Douglas A. Hirsch, Managing Member

SENECA CAPITAL INVESTMENTS, LLC


By:           /s/ Douglas A. Hirsch 
Douglas A. Hirsch, Managing Member

DOUGLAS A. HIRSCH

/s/ Douglas A. Hirsch 
Douglas A. Hirsch, individually

 
 
 
CUSIP NO.  897051108
 


Exhibit 1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of November 15, 2010, is by and between Seneca Capital Investments, L.P., Seneca Capital Investments, LLC and Douglas A. Hirsch, an individual (the foregoing are collectively referred to herein as the “Seneca Filers”).
 
Each of the Seneca Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Class A Common Stock, par value $0.01 per share, of Tronox Incorporated, beneficially owned by them from time to time.
 
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Seneca Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Agreement as an exhibit to such statement, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Seneca Filers upon one week’s prior written notice or such lesser period of notice as the Seneca Filers may mutually agree.
 
Executed and delivered as of the date first above written.
 
SENECA CAPITAL INVESTMENTS, L.P.
By: Seneca Capital Investments, LLC,
its General Partner


By:           /s/ Douglas A. Hirsch 
Douglas A. Hirsch, Managing Member

SENECA CAPITAL INVESTMENTS, LLC


By:           /s/ Douglas A. Hirsch 
Douglas A. Hirsch, Managing Member

DOUGLAS A. HIRSCH

/s/ Douglas A. Hirsch 
Douglas A. Hirsch, individually