-----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, NaIN2wnNu+S6/8IUM/4tlx9wArBj+euuqzKB2DGf88tlHos+kITS6VANsp3Le8g/ NPlw6hNl8M3Xj4KlRT+tfQ== 0000950132-97-000423.txt : 19970520 0000950132-97-000423.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950132-97-000423 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970515 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USX CORP CENTRAL INDEX KEY: 0000101778 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 250996816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36052 FILM NUMBER: 97605926 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: USX CORP CENTRAL INDEX KEY: 0000101778 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 250996816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/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 13E4/A 1 AMENDMENT #2 TO SC 13E4/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E) (1) OF THE SECURITIES EXCHANGE ACT OF 1934) USX CORPORATION (NAME OF ISSUER) USX CORPORATION (NAME OF PERSON(S) FILING STATEMENT) 6.50% CUMULATIVE CONVERTIBLE PREFERRED STOCK (WITHOUT PAR VALUE) (TITLE OF CLASS OF SECURITIES) 902905 81 9 (CUSIP NUMBER OF CLASS OF SECURITIES) DAN D. SANDMAN GENERAL COUNSEL AND SECRETARY USX CORPORATION 600 GRANT STREET PITTSBURGH, PENNSYLVANIA 15219-4776 1-412-433-1117 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) MARCH 31, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE
================================================================================ TRANSACTION VALUATION* AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $296,073,000 $59,215 ================================================================================
* For purposes of calculating the filing fee pursuant to Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended, the average of the high and low prices in the consolidated reporting system on March 20, 1997 was $44.19. The number of shares for which tender is being made is 6,700,000. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $90,095 Form or Registration No.: S-4 (File No. 333-23291 and 23291-01) Filing Party: USX Corporation and USX Capital Trust I Date Filed: March 14, 1997 ================================================================================ [As Paginated by Filer - ] This Issuer Tender Offer Statement (the "Statement") is being filed with the Securities and Exchange Commission (the "Commission") by USX Corporation ("USX") in connection with the filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4, File No. 333-23291, (as amended, the "Registration Statement") regarding an exchange offer (the "Exchange Offer") to holders of its 6.50% Cumulative Convertible Preferred Stock, without par value (the "6.50% Preferred"). A copy of the Prospectus, (the "Prospectus"), contained in the Registration Statement which became effective March 27, 1997 is incorporated herein by reference as Exhibit (a)1. Pursuant to General Instruction B to Schedule 13E-4, certain information contained in the Prospectus is hereby incorporated by reference in answer to items of this Statement. The purpose of this amendment is to report under Item 8(e) the extension of the Exchange Offer. A copy of the press release announcing the extension was published before 9:00 a.m. Eastern time on May 13, 1997 and is filed herewith as an exhibit. ITEM 1. SECURITY AND ISSUER. No change to information previously filed. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No change to information previously filed. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. No change to information previously filed. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. No change to information previously filed. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. No change to information previously filed. 2 [As Paginated by Filer - ] ITEM 6. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED. No change to information previously filed. ITEM 7. FINANCIAL INFORMATION. No change to information previously filed. ITEM 8. ADDITIONAL INFORMATION. The information previously filed in response to this Item remains unchanged. The following is in addition to the information previously filed: (e) On May 13, 1997 USX extended the term of the Exchange Offer, which was scheduled to terminate at 12:00 Midnight New York City time, on May 12, 1997, to 12:00 Midnight, New York City time, on May 15, 1997. As of the close of business on May 12, 1997, approximately 3.9 million shares of 6.50% Preferred had been tendered for exchange. As of May 12, 1997, the OID condition (as described in the Prospectus) was not reasonably expected to be met. See "Risk Factors-Risks Relating to the Trust Convertible Preferred Securities-Possible Original Issue Discount"; "The Exchange Offer-Terms of the Exchange Offer" and -"Expiration Date; Extensions; Amendments; Termination" and "Certain Federal Income Tax Consequences-Interest Income and Original Issue Discount." USX is considering modifications to the offer. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The information previously filed in response this Item remains unchanged. The following is in addition to the information previously filed: (a) Press Release dated May 13, 1997, Exhibit (a)8. 3 [ As Paginated by Filer - ] SIGNATURE After due 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. Dated: May 13, 1997 USX CORPORATION By: /s/ Gretchen R. Haggerty ____________________________ Gretchen R. Haggerty Vice President & Treasurer 4 [As Paginated by Filer - ] INDEX TO EXHIBITS EXHIBIT DESCRIPTION - ------- ----------- (a) 1 Prospectus, included in Registration Statement filed March 14, 1997 (incorporated by reference to the Registration Statement*). 2 Form of Newspaper Announcement (incorporated by reference to Exhibit 99.5 to the Registration Statement*). 3 Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement*). 4 Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Registration Statement*). 5 Form of Letter of Registered Holders and Depository Trust Participants (incorporated by reference to Exhibit 99.3 to the Registration Statement*). 6 Form of Letter to Clients (incorporated by reference to Exhibit 99.4 to the Registration Statement*). 7 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (incorporated by reference to Exhibit 99.5 to the Registration Statement*). 8 Press Release dated April 29, 1997.** 9 Press Release dated May 13, 1997.*** (b) 1 Form of Multiple Series Indenture, between USX Corporation and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement*). 2 Form of First Supplemental Indenture, between USX Corporation and The Bank of New York, as trustee, including form of 6.75% Convertible Junior Subordinated Debenture (incorporated by reference to Exhibit 4.4 to the Registration Statement*). 3 Form of Preferred Securities Guarantee Agreement (incorporated by reference to Exhibit 4.7 to the Registration Statement*). (c) None (d) Tax Opinion of Miller & Chevalier, Chartered (incorporated by reference to Exhibit 8.1 to the Registration Statement*). (e) See (a)1 above. (f) None * Registration Statement on Form S-4 (File No. 333-23291 and 23291-01). ** Previously filed. *** Filed Herewith. EX-99 2 PRESS RELEASE USX Corporation Public Affairs 600 Grant Street Pittsburgh, PA 15219-4776 412 433 6870 Exhibit (a)9 News [LOGO OF USX] Contact: William E. Keslar Don H. Herring (412) 433-6870 USX OFFER TO EXCHANGE FOR ITS 6.50% CUMULATIVE CONVERTIBLE PREFERRED STOCK EXTENDED TO MAY 15 FOR IMMEDIATE RELEASE --------------------- PITTSBURGH, May 13 -- USX Corporation (NYSE: MRO, X, DGP) said today that it has extended the deadline to exchange 6.75% Convertible Quarterly Income Preferred Securities of USX Capital Trust I, a Delaware statutory business trust, for up to 6.7 million shares of its currently outstanding 6.50% Cumulative Convertible Preferred Stock. The offer has been extended to 12 midnight May 15, 1997. Approximately 3.9 million shares of the 6.50% Cumulative Convertible Preferred Stock were deposited in response to the exchange offer as of the close of business on May 12, 1997. -o0o- 1997-5-13 Marathon Group U.S. Steel Group Delhi Group -----END PRIVACY-ENHANCED MESSAGE-----