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

~~December 20~~January 4, ~~2012~~2013

Date of Report (Date of earliest event reported)

TITANIUM METALS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-14368

13-5630895

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5430 LBJ Freeway, Suite 1700,

Dallas, Texas 75240-2697

(Address of principal executive offices, including zip code)

(972) 233-1700

(Registrant’s telephone number, including area code)

(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:

¨	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 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on November 9, 2012, Titanium Metals Corporation, a Delaware corporation (the “Company”), ~~Precision~~ Precision Castparts Corp. (“Parent”) and ELIT Acquisition Sub Corp. (“Purchaser”), a wholly owned subsidiary of Parent, entered into an Agreement and Plan of Merger (the “Merger Agreement”). ~~Various~~Pursuant ~~subsidiaries~~to ofthe Merger Agreement, and ~~Parent~~upon ~~are~~the ~~parties~~terms and subject to ~~commercial~~the ~~agreements~~conditions ~~with~~thereof, ~~the~~Purchaser ~~Company~~commenced ~~under~~a ~~which~~tender offer to purchase all outstanding shares of the ~~subsidiaries~~common stock of ~~Parent~~the ~~purchase~~Company ~~titanium~~(the ~~melted~~“Shares”) ~~and~~at ~~mill~~a ~~products~~price ~~from~~of $16.50 per Share, net to the ~~Company~~seller in ~~the~~cash, without ~~ordinary~~interest ~~course~~thereon and less any required withholding of ~~business.~~taxes, ~~The~~upon ~~Company~~the ~~reported~~terms and subject to the conditions set forth in ~~its~~the ~~Form~~Offer ~~10-K~~to ~~for~~Purchase dated November 20, 2012 (as amended or supplemented, the ~~year~~“Offer to Purchase”), and the ~~ended~~related ~~December 31~~Letter of Transmittal (which, ~~2011~~together ~~that~~with ~~its~~the ~~sales~~Offer to ~~subsidiaries~~Purchase, ofconstituted ~~Parent~~the ~~totaled~~“Offer”). ~~16%~~The Offer, as extended, expired at 5:00 p.m., New York City time, on December 20, 2012. Following the acceptance of Shares by Purchaser, the Company’s ~~total~~became ~~sales~~a ~~revenue~~subsidiary inof ~~2011~~Parent.

~~Pursuant~~Following to the ~~Merger~~expiration ~~Agreement,~~of ~~and upon~~ the ~~terms and subject to the conditions thereof~~Offer, Purchaser commenced a ~~tender~~subsequent ~~offer~~offering period of the Offer to ~~purchase~~acquire all ~~outstanding~~remaining ~~shares~~untendered ofShares, ~~the~~which ~~common~~expired ~~stock~~at of5:00 ~~the~~p.m., ~~Company~~New ~~(the “Shares”)~~York atCity atime, ~~price~~on ofJanuary ~~$16~~4, 2013.50 ~~per~~Based ~~Share,~~on ~~net~~the toinformation ~~the~~provided ~~seller~~by inthe ~~cash,~~depositary ~~without~~for ~~interest~~the ~~thereon~~Offer, ~~and~~Purchaser ~~less~~accepted ~~any~~for ~~required~~payment ~~withholding~~a oftotal ~~taxes~~of 7,711,288 ~~upon~~Shares ~~the~~that ~~terms~~were ~~and~~validly ~~subject~~tendered toin the ~~conditions~~subsequent ~~set~~offering ~~forth~~period inof the Offer, torepresenting ~~Purchase~~approximately ~~dated~~4.4% ~~November~~of ~~20, 2012~~the ~~(as~~Company’s ~~amended~~outstanding orShares. ~~supplemented,~~Together with the ~~“Offer~~Shares topurchased ~~Purchase”),~~in ~~and~~ the ~~related~~initial ~~Letter~~offering period, as of ~~Transmittal~~January ~~(which~~4, 2013, ~~together~~Purchaser ~~with~~owned ~~the~~a ~~Offer~~total toof ~~Purchase~~158,231,903 ~~constituted~~Shares, representing approximately 90.4% of the ~~“Offer”)~~outstanding Shares.

The Offer, as extended, expired at 5:00 p.m., New York City time, on December 20, 2012. Purchaser accepted for payment a total of 150,520,615 Shares that, based on the information provided by the depositary for the Offer, were validly tendered and not withdrawn in the Offer, representing approximately 86.0% of the Company’s outstanding Shares (which includes Shares subject to guaranteed delivery procedures). Based on the per Share price and the number of Shares validly tendered and accepted for payment at the expiration of the ~~Offer,~~subsequent asoffering period of ~~December 20,~~the ~~2012~~Offer, the value of the Shares purchased by Purchaser in connection with the subsequent offering period of the Offer was ~~approximately~~ $2127,236,252.5 ~~billion.~~ Parent ~~has indicated that it~~ funded the purchase of the tendered Shares from the proceeds of aits previously announced $3.0 billion note offering pursuant to an Underwriting Agreement, dated December 17, 2012, with the several underwriters named therein, for whom Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC acted as representatives.

~~Following~~On January 7, 2013, pursuant to the ~~expiration~~terms and conditions of the ~~Offer~~Merger Agreement, asPurchaser ~~extended,~~merged with and ininto ~~accordance~~the ~~with~~Company (the ~~terms~~“Merger”) ofwith the ~~Merger~~Company ~~Agreement,~~surviving ~~Purchaser~~the ~~commenced~~Merger as a wholly ~~subsequent~~owned ~~offering~~subsidiary ~~period~~of Parent. At the effective time of the ~~Offer~~Merger to(the ~~acquire~~“Effective Time”), all remaining ~~untendered~~outstanding Shares. ~~The~~not ~~subsequent~~tendered ~~offering~~in ~~period~~the ~~will~~Offer ~~expire~~(other atthan ~~5:00~~Shares ~~p.m.,~~owned ~~New~~by ~~York City time~~Parent, onPurchaser ~~January 4,~~or ~~2013,~~the ~~unless~~Company ~~extended.~~or ~~All~~ Shares ~~properly~~held ~~tendered~~by ~~during the~~Company ~~subsequent~~stockholders, ~~offering~~if ~~period~~any, ~~will~~who beare ~~accepted~~entitled to and ~~promptly~~properly ~~paid~~exercise ~~for,~~appraisal ~~and~~rights ~~tendering~~under ~~stockholders~~Delaware ~~will~~law) ~~receive~~were acquired for cash at the same $16.50 per Share price, without interest and subject to applicable withholding taxes, that was paid in the Offer.

~~Pursuant~~The toforegoing summary of the Merger Agreement, ~~Purchaser~~and ~~will~~the betransactions ~~merged~~contemplated ~~with~~thereby ~~and~~does ~~into~~not ~~the~~purport ~~Company~~to ~~(the~~be ~~“Merger”)~~complete ~~with the Company surviving~~and ~~the~~is ~~Merger~~subject asto, aand ~~wholly~~qualified ~~owned~~in ~~subsidiary~~its ofentirety ~~Parent.~~by, At the ~~effective~~full ~~time~~text of the Merger Agreement, ~~all~~a ~~remaining~~copy ~~outstanding~~of ~~Shares~~which ~~not~~was ~~tendered~~filed inas ~~the~~Exhibit ~~Offer,~~2.1 ~~will~~to bethe ~~acquired~~Company’s ~~for~~Current ~~cash~~Report aton ~~the~~Form ~~same~~8-K/A ~~$16.50~~filed ~~per~~with ~~Share~~the ~~price,~~Securities ~~without interest~~ and ~~subject~~Exchange toCommission (the ~~applicable~~“SEC”) ~~withholding~~on ~~taxes~~November 14, ~~that~~2012 ~~was~~and ~~paid~~incorporated inherein ~~the~~by ~~Offer~~reference.

~~The~~On ~~information~~January ~~set~~7, ~~forth~~2013, inParent ~~Item 5.01~~issued a press release announcing the completion of the subsequent offering period, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On January 8, 2013, Parent issued a press release announcing the completion of the Merger, a copy of which is included as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

~~The~~Item ~~foregoing~~3.01. ~~summary~~Notice of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~and the transactions contemplated thereby does not purport~~ to beSatisfy ~~complete~~a ~~and~~Continued isListing ~~subject~~Rule ~~to,~~or ~~and~~Standard; ~~qualified~~Transfer ~~in its entirety by, the full text~~ of ~~the Merger Agreement, a copy of which was filed as Exhibit 2~~Listing.1 ~~to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on November 14, 2012 and incorporated herein by reference.~~

~~Item 5.01~~On ~~Changes~~January in8, ~~Control~~2013, at the Company’s request, the NYSE filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of ~~Registrant~~the Securities Exchange Act of 1934, as amended, on Form 25 thereby effecting the delisting of the Shares from the NYSE.

OnItem December 20, 2012, upon Purchaser’s acceptance for payment of all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer (the “Acceptance Time”), a change in control of the Company occurred3. ~~The~~03. ~~information~~Material ~~disclosed~~Modification ~~under~~to ~~Item 2.01~~Rights ~~and Item 5.02~~ of ~~this~~Security ~~Current Report on Form 8-K is incorporated by reference into this Item 5~~Holders.~~01.~~

~~Item 5.02~~At ~~Departure~~the Effective Time, each issued and outstanding Share of ~~Directors~~the Company (other than Shares owned by Parent, Purchaser or ~~Certain~~the ~~Officers;~~Company ~~Election~~or Shares held by Company stockholders, if any, who are entitled to and ofproperly ~~Directors;~~exercise ~~Appointment~~appraisal ofrights ~~Certain~~under ~~Officers;~~Delaware ~~Compensatory~~law) ~~Arrangements~~not oftendered ~~Certain~~pursuant ~~Officers~~to the Offer was converted into the right to receive the same $16.50 per Share price, without interest and subject to applicable withholding taxes, that was paid in the Offer.

~~On December 20, 2012, in connection with the change of control of the Company described in~~ Item 5.~~01, Harold C~~02. ~~Simmons,~~Departure ~~Glenn R. Simmons, Steven L. Watson and Terry N. Worrell resigned from the Company Board, effective as~~ of ~~the~~Directors ~~Acceptance~~or ~~Time.~~Principal ~~Following~~Officers; ~~the Acceptance~~Election ~~Time, the size~~ of ~~the~~Directors; ~~Company~~Appointment ~~Board was increased to eight directors and the following designees~~ of ~~Parent~~Principal ~~were~~Officers; ~~appointed to the Board to fill the vacancies created by the resignation of the above-listed directors: Steven G. Hackett,~~Compensatory ~~Shawn~~Agreements R. Hagel, Kirk G. Pulley, Steven C. Blackmore and Roger A. Cooke. Three independent directors, Keith R. Coogan, Gen. Thomas P. Stafford and Paul J. Zucconi have remained on the Company Board pending completion of ~~the~~Certain ~~Merger~~Officers.

~~Also~~Pursuant onto ~~December 20, 2012,~~ the ~~following~~terms ~~executive officers~~ of the ~~Company~~Merger ~~resigned effective~~Agreement, asat of the ~~Acceptance~~Effective Time~~: Bobby D. O’Brien~~, ~~President~~the ~~and~~directors ~~Chief Executive Officer; James W. Brown, Vice President~~ and officers ~~Chief~~of ~~Financial~~Purchaser ~~Officer;~~immediately ~~Robert~~prior D.to ~~Graham,~~the ~~Executive~~Effective ~~Vice~~Time ~~President;~~became ~~Kelly~~the D.directors ~~Luttmer, Vice President~~ and ~~Global Tax~~officers ~~Director;~~of ~~Andrew~~the BCompany. ~~Nace~~Accordingly, ~~Vice~~Keith ~~President, General Counsel and Assistant Secretary; John A~~R. ~~St. Wrba~~Coogan, ~~Vice~~Gen. ~~President~~Thomas ~~and Treasurer; Scott E~~P. ~~Sullivan~~Stafford, ~~Vice~~Paul ~~President and Controller; and Christopher Armstrong, Executive Vice President, Strategic Planning and Business Initiatives~~J. ~~In connection therewith~~Zucconi, ~~the~~Kirk ~~following executive officers were appointed: Steven~~ G. ~~Hackett,~~Pulley ~~President;~~and ~~Shawn~~Steven RC. ~~Hagel,~~Blackmore ~~Executive~~resigned ~~Vice~~as ~~President,~~directors ~~Chief~~of the ~~Financial~~Company ~~Officer~~effective ~~and~~as ~~Assistant~~of ~~Secretary;~~the ~~and~~Effective ~~Roger A~~Time. ~~Cooke, Senior Vice President, General Counsel and Secretary.~~

~~Information~~Item ~~about the new directors of the Company is contained in Annex A to the Company’s Solicitation/Recommendation Statement on Schedule 14D-~~9.01. ~~filed~~Financial byStatements ~~the Company on November 20, 2012, as amended~~ and ~~supplemented.~~Exhibits

~~The~~(d) ~~information disclosed under Item 2~~Exhibits.01 ~~and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.~~


Exhibit No.		Description

99.1		Press Release issued by Precision Castparts Corp. on January 7, 2013 (incorporated herein by reference to Exhibit (a)(5)(S) to Amendment No. 8 to Precision Castparts Corp.’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 7, 2013).

99.2		Press Release issued by Precision Castparts Corp. on January 8, 2013 (incorporated herein by reference to Exhibit 99.2 to Precision Castparts Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013).

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.

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release issued by Precision Castparts Corp. on January 7, 2013 (incorporated herein by reference to Exhibit (a)(5)(S) to Amendment No. 8 to Precision Castparts Corp.’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 7, 2013).

99.2		Press Release issued by Precision Castparts Corp. on January 8, 2013 (incorporated herein by reference to Exhibit 99.2 to Precision Castparts Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2013).

TITANIUM METALS CORPORATION

December 21, 2012

/s/ Shawn R. Hagel

January 8, 2013

/s/ Shawn R. Hagel

Shawn R. Hagel

Executive Vice President, Chief Financial Officer and Assistant Secretary

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