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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response... 11 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Tronox Incorporated |
(Name of Issuer)
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Class A Common Stock, par value $0.01 per share |
(Title of Class of Securities)
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897051108 |
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(CUSIP Number)
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December 31, 2005 |
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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:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
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 previously provided in a prior cover page.
_________________________
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).
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CUSIP NO. |
897051108 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Seneca Capital International, Ltd. Seneca Capital Investments, LLC Douglas A. Hirsch | ||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | ||
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(a) o | ||
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(b) o | ||
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3 |
SEC Use Only | ||
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4 |
Citizenship or Place of Organization. Seneca Capital International, Ltd. - Cayman Islands, British West Indies Seneca Capital Investments, LLC - Delaware Douglas A. Hirsch - United States | ||
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power Seneca Capital International, Ltd. - 0 shares Seneca Capital Investments, LLC - 0 shares Douglas A. Hirsch - 0 shares | ||
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6 Shared Voting Power Seneca Capital International, Ltd. – 686,800 shares Seneca Capital Investments, LLC – 1,018,900 shares Douglas A. Hirsch – 1,072,700 shares Refer to Item 4 below. | |||
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7 Sole Dispositive Power Seneca Capital International, Ltd. - 0 shares Seneca Capital Investments, LLC - 0 shares Douglas A. Hirsch - 0 shares | |||
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8 Shared Dispositive Power Seneca Capital International, Ltd. – 686,800 shares Seneca Capital Investments, LLC – 1,018,900 shares Douglas A. Hirsch – 1,072,700 shares Refer to Item 4 below. | |||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person Seneca Capital International, Ltd. – 686,800 shares Seneca Capital Investments, LLC – 1,018,900 shares Douglas A. Hirsch – 1,072,700 shares Refer to Item 4 below. |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o N/A |
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CUSIP NO. |
897051108 |
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11 |
Percent of Class Represented by Amount in Row (9)* Seneca Capital International, Ltd. – 3.7% Seneca Capital Investments, LLC – 5.8% Douglas A. Hirsch – 5.8% Refer to Item 4 below. |
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12 |
Type of Reporting Person (See Instructions) Seneca Capital, L.P. - PN Seneca Capital Advisors, LLC - OO (Limited Liability Company) Douglas A. Hirsch - IN |
* All percentage ownership reported in this Schedule 13G is based on 17,480,000 shares of Common Stock issued and outstanding, as reported by the issuer in its Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on November 22, 2005. In addition, such ownership reflects 960,970 shares of Common Stock issuable upon exercise of warrants beneficially owned by the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
Item 1.
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(a) |
Name of Issuer |
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Tronox Incorporated |
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(b) |
Address of Issuer’s Principal Executive Offices |
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123 Robert S. Kerr Avenue, Oklahoma City, OK 73102 |
Item 2.
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(a) |
Name of Person Filing |
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Seneca Capital International, Ltd. Seneca Capital Investments, LLC Douglas A. Hirsch |
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(b) |
Address of Principal Business Office or, if none, Residence |
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Seneca Capital International, Ltd. P.O. Box HM 2257 Par La Ville Place 14 Par La Ville Road Hamilton HM JX, Bermuda
Seneca Capital Investments, LLC 950 Third Avenue, 29th Floor New York, NY 10022 Douglas A. Hirsch c/o Seneca Capital Investments, LLC 950 Third Avenue, 29th Floor New York, NY 10022 |
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CUSIP NO. |
897051108 |
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(c) |
Citizenship |
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Seneca Capital International, Ltd. – Cayman Islands, British West Indies Seneca Capital Investments, LLC - Delaware Douglas A. Hirsch - United States |
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(d) |
Title of Class of Securities |
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Class A Common Stock, par value $0.01 per share |
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(e) |
CUSIP Number |
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897051108 |
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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: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance Company as defined in Section 3(a)(19) of the Act |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
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); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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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.
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(a) |
Amount Beneficially Owned** |
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Seneca Capital International, Ltd. – 686,800 shares Seneca Capital Investments, LLC – 1,018,900 shares Douglas A. Hirsch – 1,072,700 shares |
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(b) |
Percent of Class |
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CUSIP NO. |
897051108 |
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Seneca Capital International, Ltd. – 3.7% Seneca Capital Investments, LLC – 5.8% Douglas A. Hirsch – 5.8% | |
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(c) |
Number of shares as to which such person has: | |
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(i) |
sole power to vote or to direct the vote |
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Seneca Capital International, Ltd. - 0 shares Seneca Capital Investments, LLC - 0 shares Douglas A. Hirsch - 0 shares |
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(ii) |
shared power to vote or to direct the vote |
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Seneca Capital International, Ltd. – 686,800 shares Seneca Capital Investments, LLC – 1,018,900 shares Douglas A. Hirsch – 1,072,700 shares |
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(iii) |
sole power to dispose or to direct the disposition of |
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Seneca Capital International, Ltd. - 0 shares Seneca Capital Investments, LLC - 0 shares Douglas A. Hirsch - 0 shares |
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(iv) |
shared power to dispose or to direct the disposition of |
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Seneca Capital International, Ltd. – 686,800 shares Seneca Capital Investments, LLC – 1,018,900 shares Douglas A. Hirsch – 1,072,700 shares |
** Shares reported for Seneca Capital Investments, LLC represent shares held of record by Seneca Capital L.P., Seneca Capital II, L.P., Seneca Capital International, Ltd. and Acorn Overseas Security Company. Seneca Capital Investments, LLC has voting and investment control over such shares. Shares reported for Douglas A. Hirsch represent shares held of record by Seneca Capital L.P., Seneca Capital II, L.P., Seneca Capital International, Ltd., Acorn Overseas Security Company and a limited liability company of which Mr. Hirsch is a managing member of the investment advisor (which investment advisor has voting and investment control over the shares held by such limited liability company). Mr. Hirsch is the managing member of Seneca Capital Investments, LLC (which has voting and investment control over the shares held by Seneca Capital L.P., Seneca Capital II, L.P., Seneca Capital International, Ltd. and Acorn Overseas Security Company).
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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 o.
Not applicable.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
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CUSIP NO. |
897051108 |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
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Item 9. |
Notice of Dissolution of Group |
Not applicable.
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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.
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.
February 13, 2006
SENECA CAPITAL INTERNATIONAL, LTD.
By: Seneca Capital Investments, LLC, its Investment Advisor
By: /s/ Douglas A. Hirsch
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Douglas A. Hirsch |
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Managing Member | ||
SENECA CAPITAL INVESTMENTS, LLC
By: /s/ Douglas A. Hirsch
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Douglas A. Hirsch |
Managing Member
DOUGLAS A. HIRSCH
/s/ Douglas A. Hirsch
Douglas A. Hirsch, individually