sch13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Name of
Issuer)
Class B
Common Stock, par value $0.01 per share
(Title of
Class of Securities)
(CUSIP
Number)
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with
a copy to:
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Jonathan
Gallen
c/o
Ahab Capital Management, Inc.
299
Park Avenue, 17th Floor
New
York, New York 10171
(212)
653-1045
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Robert
G. Minion, Esq.
Lowenstein
Sandler PC
1251
Avenue of the Americas, 18th Floor
New
York, New York 10020
(973)
597-2424
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule l3G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [X]
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 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
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).
Cusip
No. 897051207
1. Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Jonathan
Gallen
2. Check
the Appropriate Box if a Member of a Group (See Instructions):
(a) o
(b) o
3. SEC
Use Only
4. Source
of Funds (See Instructions): WC, OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
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Not Applicable
6. Citizenship
or Place of
Organization: United
States
Number
of 7. Sole Voting
Power: 3,250,000*
Shares
Beneficially
8. Shared Voting
Power: *
Owned by
Each
Reporting 9. Sole Dispositive
Power: 3,250,000*
Person
With 10. Shared Dispositive
Power: *
11. Aggregate
Amount Beneficially Owned by Each Reporting
Person: 3,250,000*
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares
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(See
Instructions):
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Not
Applicable
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13. Percent
of Class Represented by Amount in Row
(11): 14.2%*
14. Type
of Reporting Person (See
Instructions): IA, IN
* Based
on 22,889,431 shares of Class B common stock, par value $0.01 per share (the
“Shares”), of
Tronox Incorporated (the “Company”),
outstanding as of October 31, 2008, as disclosed in the Company’s most recently
filed Quarterly Report on Form 10-Q. As of August 19, 2010, Ahab
Opportunities, L.P. (“Opportunities”) and
Ahab Opportunities, Ltd. (“Opportunities
International”) held in the aggregate 3,250,000
Shares. Jonathan Gallen possesses sole power to vote and direct the
disposition of all securities of the Company held by Opportunities and
Opportunities International. Accordingly, for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Gallen is
deemed to beneficially own 3,250,000 Shares, or 14.2% of the Shares deemed
issued and outstanding as of August 19, 2010.
Item
1. Security and
Issuer.
The class of equity securities to which
this Schedule 13D relates is the Class B common stock, par value $0.01 per share
(the “Shares”),
of Tronox Incorporated, a Delaware corporation (the “Company”). The
principal executive offices of the Company are located at One Leadership Square,
Suite 300, 211 N. Robinson Avenue, Oklahoma City, Oklahoma 73102.
Item
2. Identity and
Background.
The name of the person filing this
Schedule 13D is Jonathan Gallen, whose business address is c/o Ahab Capital
Management, Inc., 299 Park Avenue, 17th Floor, New York, New York
10171. Mr. Gallen serves, indirectly through one or more entities, as
the investment adviser for, and exercises sole voting and investment authority
with respect to the securities held by, each of Ahab Opportunities, L.P., a New
York limited partnership (“Opportunities”), and
Ahab Opportunities, Ltd., a corporation organized under the laws of the Bahamas
(“Opportunities
International,” and, together with Opportunities, the “Funds”). The
Funds are engaged in the investment in property of all kinds, including but not
limited to capital stock, depository receipts, investment companies,
subscriptions, warrants, bonds, notes, debentures, options, swaps, derivatives
and other securities, instruments and assets of varying kind and
nature. Mr. Gallen also invests his personal funds and provides
investment management services and other services for various other third
parties.
Mr. Gallen has never been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which 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. Mr. Gallen
is a citizen of the United States.
Item
3. Source and Amount of Funds
or Other Consideration.
All funds used to purchase the Shares
set forth herein on behalf of the Funds have come directly from the assets of
the Funds. The aggregate amount of funds used in purchasing the
Shares reported in this Schedule 13D was approximately $860,475.
Item
4. Purpose of
Transaction.
The acquisition of the Shares referred
to herein is for investment purposes and, except as otherwise described in this
Schedule 13D, Mr. Gallen has no plans or proposals with respect to the Company
that relate to or could result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
On January 12, 2009, the Company and
certain of its affiliates (collectively, the “Debtors”) filed
voluntary petitions in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”)
seeking reorganization relief under the provisions of Chapter 11 of Title 11 of
the United States Code.
On August 9, 2010, the Funds executed a
backstop letter agreement (the “Backstop Commitment
Letter”), which letter agreement has since been presented to, but not
accepted by, the Debtors. Pursuant to the Backstop Commitment Letter,
the Funds would purchase their pro rata share of any unsubscribed shares of
common stock of the Company in a $135,000,000 rights offering to eligible
holders of the allowed unsecured claims against the Debtors and to holders of
the Company’s common stock, subject to a maximum commitment
amount. The Backstop Commitment Letter, if accepted by the Debtors,
would be subject to the approval of the Bankruptcy Court, as well as other
conditions, and would contain representations, warranties, covenants, and
indemnities customary for a transaction of the type contemplated
thereby.
Upon entering into the Backstop
Commitment Letter, neither the Funds nor Mr. Gallen, on the one hand, and the
other parties who have executed similar Backstop Commitment Letters, on the
other hand, may be deemed to be a “group” pursuant to Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Funds and Mr. Gallen do not affirm membership in a
group with any of such other parties, and disclaim beneficial ownership of any
Shares held by any such other parties. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission
that either the Funds or Mr. Gallen are the beneficial owners of any Shares
beneficially owned by any other parties who may execute Backstop Commitment
Letters.
Mr. Gallen, on behalf of the Funds,
expects to independently evaluate on an ongoing basis the Company’s financial
condition and prospects and his interest in, and intentions with respect to, the
Company and his investment in the securities of the Company, which review may be
based on a variety of factors, including the Company’s business and financial
condition, the Company’s results of operations and prospects, strategic
alternatives, general economic and industry conditions, the securities markets
generally and those for the Company’s common stock in particular, other
developments and investment opportunities, as well as any other factors that Mr.
Gallen deems relevant from time to time. In addition, Mr. Gallen, on
behalf of the Funds, may engage in discussions with the Company (including
members of its board of directors or management), shareholders of the Company
and other third parties concerning the Company and its operations and the Funds’
and Mr. Gallen’s, on behalf of the Funds, proposals with respect
thereto.
Item
5. Interest in Securities of
the Issuer.
Based upon information set forth in the
Company’s most recently filed Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2008, as filed with the Securities and Exchange
Commission on November 7, 2008 (the “2008 Third Quarter
10-Q”), there were 22,889,431 Shares issued and outstanding as of October
31, 2008. The Company has not filed any quarterly or annual reports
since the 2008 Third Quarter 10-Q.
As of August 19, 2010, Mr. Gallen owns
3,250,000 Shares, or 14.2% of the Shares deemed issued and outstanding as of
that date. Mr. Gallen has the sole power to vote or to direct the
vote and the sole power to dispose or to direct the disposition of all of such
Shares.
Other than the transactions described
in this Schedule 13D, during the sixty (60) days on or prior to August 19, 2010,
there were no transactions effected in the Shares, or securities convertible
into, exercisable for or exchangeable for Shares, by Mr. Gallen or any person or
entity controlled by him or any person or entity for which he possesses voting
or investment control over the securities thereof.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Except as
disclosed in Item 4 (which disclosure is hereby incorporated by reference into
this Item 6) and except for discussions which the Funds may from time to time
have with unrelated third parties who may also enter into a Backstop Commitment
Letter, to the knowledge of Mr. Gallen, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Gallen and any
person with respect to any securities of the Company.
Item
7. Material to be Filed as
Exhibits.
Not applicable.
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.
August
19, 2010
/s/ Jonathan
Gallen
Jonathan Gallen, in his capacity as the investment manager for Ahab
Opportunities, L.P. and Ahab Opportunities, Ltd.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001).