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December
31, 2007
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(Date
of Event Which Requires Filing of this
Statement)
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¨
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Rule
13d-1(b)
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þ
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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CUSIP
NO. 897051108
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Page 2 of
6
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Michael
A. Roth and Brian J. Stark, as joint filers pursuant to Rule
13d-1(k)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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þ
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(b)
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¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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6
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SHARED
VOTING POWER
1,645,231
shares of Class A Common Stock (See Item 4)
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7
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SOLE
DISPOSITIVE POWER
0
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||||
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8
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SHARED
DISPOSITIVE POWER
1,645,231
shares of Class A Common Stock (See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,231
shares of Class A Common Stock (See Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
(See Item 4)
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12
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TYPE
OF REPORTING PERSON
IN
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CUSIP
NO. 897051108
|
Page 3 of
6
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Item
1(a).
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Name
of Issuer:
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Tronox
Incorporated (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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123
Robert S. Kerr Avenue
Oklahoma
City, Oklahoma 73102
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Items
2(a), (b) and (c),
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Name
of Persons Filing, Address of Principal Business Office and
Citizenship:
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This
Amendment No. 1 to Schedule 13G is being filed on behalf of Michael A.
Roth and Brian J. Stark, as joint filers (collectively, the “Reporting
Persons”).
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The
Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is filed with this Amendment No. 1. to Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this Amendment
No. 1 Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
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The
principal business office of the Reporting Persons is 3600 South Lake
Drive, St. Francis, WI 53235. The Reporting Persons are
citizens of the United States of America.
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Item
2(d).
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Title
of Class of Securities:
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Class
A Common Stock, par value $0.01 per share (the “Common
Stock”)
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Item
2(e).
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CUSIP
Number:
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897051108
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Item
3.
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Not
applicable.
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Item
4.
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Ownership.
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(a)
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Amount beneficially
owned:
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1,645,231
shares of Common Stock*
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(b)
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Percent
of class:
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Based
on 18,547,367 shares of Common Stock outstanding as of October 31, 2007 as
indicated in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2007, the Reporting Persons hold approximately
8.9%* of the issued and outstanding Common Stock of the
Issuer.
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CUSIP
NO. 897051108
|
Page 4 of
6
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(c)
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Number of
shares to which such person has:
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(i)
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Sole
power to vote or direct the vote: 0
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(ii)
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Shared
power to vote or direct the vote: 1,645,231 shares of Common
Stock*
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(iii)
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Sole
power to dispose or to direct the disposition of: 0
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(iv)
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Shared
power to dispose of or direct the disposition of:
1,645,231 shares of Common Stock*
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*The
Reporting Persons beneficially own an aggregate of 1,645,231 shares of
Common Stock. The foregoing amount of Common Stock and
percentage ownership represent the combined indirect holdings of Michael
A. Roth and Brian J. Stark.
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All
of the foregoing represents an aggregate of 1,645,231 shares of Common
Stock held directly by Stark Master Fund Ltd. (“Stark
Master”). The Reporting Persons direct the management of Stark
Offshore Management LLC (“Stark Offshore”), which acts as the investment
manager and has sole power to direct the management of Stark
Master. As the Managing Members of Stark Offshore, the
Reporting Persons possess voting and dispositive power over all of the
foregoing shares. Therefore, for the purposes of Rule 13d-3
under the Exchange Act, the Reporting Persons may be deemed to be the
beneficial owners of, but hereby disclaim such beneficial ownership of,
the foregoing shares.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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||
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Not
applicable
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|||
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable
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|||
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported By the Parent Holding Company.
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||
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Not
applicable
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|||
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Item
8.
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Identification
and Classification of Members of the Group.
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||
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Not
applicable
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CUSIP
NO. 897051108
|
Page 5 of
6
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Item
9.
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Notice
of Dissolution of a Group.
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Not
applicable
|
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Item
10.
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Certification.
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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.
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CUSIP
NO. 897051108
|
Page 6 of
6
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Dated:
February 14, 2008
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/s/ Michael A. Roth | |
| Michael A. Roth | |||
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|
|
/s/ Brian J. Stark | |
| Brian J. Stark | |||