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TRXAQ.PK > SEC Filings for TRXAQ.PK > Form 8-K on 14-Oct-2009All Recent SEC Filings

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Form 8-K for TRONOX INC


14-Oct-2009

Regulation FD Disclosure, Other Events


Item 7.01 Regulation FD
Tronox Incorporated (the "Company" or "Tronox"), a Delaware corporation hereby discloses certain projections that are being shared with third parties. The projections have been prepared by the Company's management. Such projections were not prepared to comply with the guidelines for prospective financial statements published by the American Institute of Certified Public Accountants and the rules and regulations of the United States Securities and Exchange Commission. The Company relied upon the accuracy and completeness of publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by third parties with respect to the anticipated future performance of the Company. Further, the Company's accountants have neither examined nor compiled the accompanying actual results and projections and, accordingly, do not express an opinion or any other form of assurance with respect to the projections, assume no responsibility for the projections and disclaim any association with the projections.
The projections are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks, and uncertainties, many of which are and will be beyond the control of the Company including, but not limited to, existing and future governmental regulations and actions of government bodies, natural disasters and unusual weather conditions and other market and competitive conditions. Holders of claims against and interests in the Company are cautioned that the forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the Company undertakes no obligation to update any such statements. Future results and developments may be affected by numerous factors and risks, such as the accuracy of the assumptions that underlie the statements, the market value of Tronox's products, demand for consumer products for which Tronox's businesses supply raw materials, the market for raw materials that Tronox uses to produce its products, its inability to predict the prices of such raw materials, the financial resources of competitors, the market for debt and/or equity financing, changes in laws and regulations, the ability to respond to challenges in international markets, changes in currency exchange rates, political or economic conditions in areas where Tronox operates, trade and regulatory matters, general economic conditions, and other factors and risks identified in the Risk Factors Section of Tronox's Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent Quarterly Reports on Form 10-Q, as filed with the U.S. Securities and Exchange Commission (SEC), and other SEC filings. This balance sheet is subject to the previous 8k filed on May 5, 2009 under item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review and related to the Company's environmental liabilities. The company does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.
The projections, while presented with numerical specificity, are necessarily based on a variety of estimates and assumptions which, though considered reasonable by the Company, may not be realized and are inherently subject to significant business, economic, competitive, industry, regulatory, market and financial uncertainties and contingencies, many of which are and will be beyond the Company's control. The Company cautions that no representations can be made or are made as to the accuracy of the historical financial information or the projections or to the Company's ability to achieve the projected results. Some assumptions may prove to be inaccurate and may be dependent upon 1) the resolution and settlement of company's environmental legacy liabilities and 2) securing adequate financing commitments to fund the plan. Moreover, events and circumstances occurring subsequent to the date on which the projections were prepared may be different from those assumed, or, alternatively, may have been unanticipated, and thus the occurrence of these events may affect financial results in a materially adverse or materially beneficial manner. The projections may not be relied upon as a guaranty or other assurance of the actual results that will occur.


                                               Unaudited Balance Sheet and Projected Balance Sheet
                       August 2009 Balance Sheet                                          December 31, 2009 Projected Balance Sheet
                        (in millions of dollars)                                                   (in millions of dollars)
              Assets                         Liabilities & Equity                        Assets                        Liabilities & Equity
Account                   Amount       Account                  Amount       Account                 Amount      Account                  Amount
                                       Debtor-in-possession                                                      Debtor-in-possession
Cash                     $    79.5     financing               $    54.2     Cash                    $  97.3     financing               $   54.2
Operating A/R - Net          225.2     Accounts Payable             95.0     Operating A/R - Net       181.6     Accounts Payable            92.4
Inventory                    229.0     Accrued Liabilities          90.9     Inventory                 238.8     Accrued Liabilities         88.3
Prepaid and Other                      Current Long Term                     Prepaid and Other                   Current Long Term
Assets                        36.9     Debt                        212.6     Assets                     38.5     Debt                       212.6
                                       Liab. Subject to                                                          Liab. Subject to
ST Environmental A/R           5.7     Compromise (1)              430.4     ST Environmental A/R        5.7     Compromise (1)             430.4
                                       Other Current                                                             Other Current
Other Current Assets           1.6     Liabilities                   6.4     Other Current Assets        1.6     Liabilities                  4.7

                                       Total Current                                                             Total Current
Total Current Assets     $   577.9     Liabilities             $   889.5     Total Current As sets   $ 563.5     Liabilities             $  882.6
                                       Environmental                                                             Environmental
LT Environmental A/R          54.8     Liabilities (2)             154.0     LT Environmental A/R       55.6     Liabilities (2)            143.3
Property Plant &                       Long Term Debt - Net                  Property Plant &                    Long Term Debt - Net
Equip. - Net                 306.7     (1)                             -     Equip. - Net              292.9     (1)                            -
                                       Other Long Term                       Other Long-Term                     Other Long Term
Other Long-Term Assets        82.8     Liabilities                 128.6     Assets                     53.0     Liabilities                126.8

                                       Total Equity               (149.9 )                                       Total Equity              (187.6 )

                                       Total Liabilities &                                                       Total Liabilities &
Total Assets             $ 1,022.2     Equity                  $ 1,022.2     Total Assets            $ 965.0     Equity                  $  965.0

(1) The Company's $350 million Sr. Sub. Notes have been classified as Liabilities Subject to Compromise. The Debtors' liabilities subject to compromise amount shown on the balance sheet will change as the Debtors review, analyze, liquidate and object to numerous claims filed in the Chapter 11 proceeding.

(2) Subject to the previous 8-K filed on May 5, 2009 under Item 4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review regarding the Company's environmental legacy liabilities.



Item 8.01. Other Events
Tronox Incorporated ("Tronox") issued a Notice For Meeting of Holders of the 9.5% Senior Unsecured Notes Due December 2012 (the "Notice"). Pursuant to the Notice Tronox will hold a public meeting of the Noteholders of the 9.5% Senior Unsecured Notes due December 2012, issued by Tronox Worldwide LLC and Tronox Finance Corp., at 2:00 p.m. local time, on Friday October 16, 2009, at the offices of Kirkland & Ellis LLP, Fiftieth Floor, 601 Lexington Avenue, New York, New York, 10022. A copy of the Notice is included herewith as Exhibit 99.1


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