-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TEv5JEf851YhslLvGYi18+IqEQ1O5jVLn4SA1XFqQ1ES6P5uFjzOblJG0YQCZkYN aZ7zsKoQV8dZ5S6sVGBZVQ== 0000950128-97-000526.txt : 19970222 0000950128-97-000526.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950128-97-000526 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMI TITANIUM CO CENTRAL INDEX KEY: 0000854663 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 310875005 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41342 FILM NUMBER: 97527411 BUSINESS ADDRESS: STREET 1: 1000 WARREN AVE CITY: NILES STATE: OH ZIP: 44446 BUSINESS PHONE: 2165447700 MAIL ADDRESS: STREET 1: 1000 WARREN AVE CITY: NILES STATE: OH ZIP: 44446 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: USX CORP CENTRAL INDEX KEY: 0000101778 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 250996816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219-4776 BUSINESS PHONE: 4124331121 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES STEEL CORP/DE DATE OF NAME CHANGE: 19860714 SC 13G/A 1 USX CORP. (RMI) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* RMI TITANIUM COMPANY ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 74961H 20 3 ------------- (CUSIP Number) * 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). Page 1 of 5 Pages 2 SCHEDULE 13G CUSIP No. 74961H 20 3 Page 2 of 5 Pages --------------------- ------------------ (1) Names of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person USX Corporation IRS Employer Identification No. 25-0996816 --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ X ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Citizenship or Place of Organization Delaware --------------------------------------------------------------------- (5) Sole Voting Power Number of 5,483,600 (1) - 27.0% Shares -------------------------------------------------------- Beneficially (6) Shared Voting Power Owned by Not applicable Each -------------------------------------------------------- Reporting (7) Sole Dispositive Power Person With 5,483,600 - 27.0% -------------------------------------------------------- (8) Shared Dispositive Power Not applicable -------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,483,600 --------------------------------------------------------------------- (10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares* Not applicable --------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 27.0% --------------------------------------------------------------------- (12) Type of Reporting Person* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - --------------- (1) Effective May 10, 1996, the Voting Trust Agreement (1,319,175 shares of RMI Common Stock with Mellon Bank, N.A., as Trustee) was terminated. Page 2 of 5 Pages 3 ITEM 1(a). NAME OF ISSUER: RMI Titanium Company ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1000 Warren Avenue, Niles, Ohio 44446 ITEM 2(a). NAME OF PERSON FILING: USX Corporation ("USX") ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICER: 600 Grant Street, Pittsburgh, Pennsylvania 15219-4776 ITEM 2(c). CITIZENSHIP: Delaware corporation ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e). CUSIP NUMBER: 74961H 20 3 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13B-1(b), OR 13d-2(d), CHECK WHETHER THE PERSON FILING IS A: Not Applicable ITEM 4. OWNERSHIP: (a) As of December 31, 1996, USX owned 5,483,600 shares of the subject securities (hereinafter, the "USX Securities") and did not have the right to acquire any other securities of the Issuer: (i) through the exercise of any option, warrant or right; (ii) through the conversion of a security; (iii) pursuant to the power to revoke a trust, discretionary account, or similar arrangement; or (iv) pursuant to the automatic termination of a trust, discretionary account or similar arrangement. (b) According to the Issuer, 20,290,550 shares of the subject securities were outstanding on December 31, 1996. The amount of shares set forth in Item 4(a) is, therefore, 27.0% of the class of such securities outstanding on December 31, 1996. Page 3 of 5 Pages 4 (c) (i) As of December 31, 1996, USX has the sole power to vote or direct the vote of 5,483,600 shares of the subject securities. (ii) As of December 31, 1996, USX did not have shared power to vote or direct the vote of any securities of the Issuer. (iii) As of December 31, 1996, USX had the sole power to dispose of or direct the disposition of 5,483,600 shares of the subject securities. (iv) As of December 31, 1996, USX did not have shared power to dispose of or direct the disposition of any securities of the Issuer. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: No person, other than USX, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the USX Securities. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: USX does not represent a "group" filing this schedule pursuant to Rule 13d-1(b)(ii)(H) ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Page 4 of 5 Pages 5 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. February 12, 1997 ------------------------- Date /s/ G. R. Haggerty -------------------- G. R. Haggerty, Vice President & Treasurer Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----