UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 813, 2012

TRONOX INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

1-32669

20-2868245

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Stamford Plaza 263

~~263~~ Tresser Boulevard, Suite 1100

Stamford, Connecticut 06901

(Address of principal executive offices, including Zip Code)

(203) 705-3800

(Registrant’s telephone number, including area code)

3301 N.W. 150th Street

Oklahoma City, Oklahoma 73134

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On June 813, 2012, Tronox Incorporated announced that ~~the~~all ~~remaining~~outstanding ~~conditions~~shares ~~to the closing~~ of its ~~pending~~common ~~acquisition~~stock ofwill ~~the~~be ~~mineral~~converted ~~sands~~into ~~business~~Class A ofShares ~~Exxaro~~in ~~Resources~~Tronox Limited ~~were~~and ~~satisfied~~$12.50 ~~(other than~~per ~~conditions~~share ~~that~~in bycash ~~their~~at ~~nature~~the ~~are~~close toof beits ~~satisfied~~pending atacquisition ~~closing).~~of ~~The~~the ~~transaction~~mineral issands ~~expected~~business toof ~~close~~Exxaro Resources ~~on June 15, 2012~~Limited.

~~For~~As ~~Tronox~~ announced on June 8, the period during which stockholders ~~who~~may ~~wish~~elect to ~~elect~~receive exchangeable shares inof ~~connection~~Tronox Incorporated ~~with~~in the transaction, ~~the~~expired ~~election~~at ~~deadline is~~ 5:00 p.m., New York City time, on June 12, 2012,. ~~the~~Based ~~date~~on ~~that~~results isof ~~three business days preceding~~ the ~~closing~~election, ~~date.~~holders ~~The~~of ~~elections~~less ~~are subject~~than to5% of the ~~limitations~~aggregate ~~and~~number ~~proration~~of ~~procedures~~shares ~~described~~of inTronox ~~the~~Incorporated ~~proxy~~common ~~statement/prospectus~~stock ~~for~~outstanding ~~the~~as ~~transaction.~~of April 30, ~~As announced previously~~2012, the ~~company’s~~record ~~management~~date ~~currently~~for ~~intends to recommend certain actions to~~ the ~~Board~~special ofmeeting ~~Directors~~ of ~~Tronox~~ ~~Limited~~stockholders ~~shortly~~held ~~following~~on ~~the~~May 30, ~~closing~~2012, ~~including~~elected ~~the~~to ~~payment~~receive ofexchangeable ashares ~~special~~in ~~dividend~~the ~~of $25~~transaction.00 ~~per~~In ~~share~~accordance ~~and~~with the ~~adoption~~terms of athe ~~regular~~transaction ~~quarterly~~agreement, ~~dividend~~since ~~commencing in~~ the ~~fourth~~number ~~quarter 2012. Holders~~ of ~~exchangeable~~Tronox Incorporated shares ~~will~~subject ~~not be entitled~~ to ~~receive~~exchangeable ~~any~~share ~~dividends~~election oris ~~other~~below ~~distributions~~the byminimum ~~Tronox~~threshold ~~Limited~~required ~~while~~for ~~they~~issuing ~~are holding~~ exchangeable shares., Ifall ~~holders~~outstanding shares of ~~exchangeable~~Tronox ~~shares~~Incorporated ~~desire~~common tostock ~~receive~~(other ~~any~~than ~~dividend~~shares ~~from~~held ~~Tronox~~by ~~Limited~~holders inwho ~~respect~~properly ofexercise their ~~Class A~~dissenters’ ~~Shares,~~rights ~~the~~under ~~exchangeable shares~~Delaware ~~must~~law) will be ~~exchanged~~converted ~~for~~into one Class A Share in Tronox Limited and $12.50 in cash per share ~~prior~~upon to the ~~record~~closing ~~date for such dividend. Tronox Limited is required to publicly announce the payment~~ of ~~any dividend on Class A Shares at least 15 business days prior to~~ the ~~record date for such dividend~~transaction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release of Tronox Incorporated, dated June 813, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 1114, 2012

TRONOX INCORPORATED By: Michael J. Foster Michael J. Foster Vice President - —General Counsel and Secretary

Exhibit Index

Exhibit Number		Description
99.1		Press Release of Tronox Incorporated, dated June 813, 2012

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