<PAGE>
USX Corporation
Law Department
600 Grant Street
Pittsburgh, PA 15219-4776
February 9, 1995
United States
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
You will find attached, pursuant to Rule 13d-2(b) promulgated
pursuant to the Securities Exchange Act of 1934, as amended,
Amendment No. 1 to the statement by USX Corporation on
Schedule 13G originally filed on February 8, 1991 with respect to USX's
beneficial ownership of shares of common stock of RMI Titanium Company.
A copy of said amendment has been sent to the Issuer by registered mail.
Should you have any questions regarding this matter, please contact
me at 412-433-2891.
Thank you.
Very truly yours,
/s/ Joseph A. Napoli
Joseph A. Napoli
Attorney-Corporate
Attachment
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RMI TITANIUM COMPANY
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
74961H 10 4
(CUSIP Number)
Check the following box if a fee is being paid with this statement.[ ] (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 purpose 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).
SEC 1745 (10-88)
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CUSIP No. 74961H 10 4 13 G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. 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 **
6,930,825*** - 45.38%
SHARES ----------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
Not applicable
OWNED BY
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING **
8,250,000*** - 54.02%
PERSON
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
Not applicable.
- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,250,000
- ---------------------------------------------------------------------------
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
54.02%
- ---------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1.(a)
The name of the Issuer is RMI Titanium Company
("Issuer").
Item 1.(b)
The address of the Issuer's principal executive offices is
1000 Warren Avenue, Niles, Ohio 44446.
Item 2.(a)
The name of the person filing is USX Corporation ("USX").
Item 2.(b)
USX's principal business office is located at
600 Grant Street, Pittsburgh, Pennsylvania 15219-4776.
Item 2.(c)
USX is a Delaware corporation.
Item 2.(d)
The title of the class of securities of the Issuer held by USX is
"Common Stock."
Item 2.(e)
The CUSIP Number of the subject securities is 74961H 10 4.
Item 3.
Not applicable.
Item 4.Ownership
(a) As of December 31, 1994, USX owned 8,250,000** 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, 15,271,561 shares of the subject securities
were outstanding on December 31, 1994. The amount of shares set
forth in Item 4(a) is, therefore, 54.02% of the class of such
securities outstanding on December 31, 1994.
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(c) (i) As of December 31, 1994, USX has the sole power to vote
or direct the vote of 6,930,825*** shares of the subject
securities.
(ii) As of December 31, 1994, USX did not have shared power to
vote or direct the vote of any securities of the Issuer.
(iii)As of December 31, 1994, USX had the sole power to
dispose of or direct the disposition of 8,250,000** shares of
the subject securities.
(iv) As of December 31, 1994, 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.
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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.
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 9, 1995
----------------------
/s/ G. R. Haggerty
----------------------
G. R. Haggerty,
Vice President & Treasurer
- -------------------------
**
Reflects a one-for-ten reverse stock split effective March 31, 1994
(7,500,000 shares to 750,000 shares), and the acquisition of 7,500,000 shares
on July 6, 1994 pursuant to a rights offering to shareholders of record at
the close of business on June 24, 1994.
***
As of December 31, 1994, 1,319,175 shares were held by Mellon Bank, N.A., as
Trustee, pursuant to a Voting Trust Agreement effective August 4, 1994. See
Exhibit 10.1 to the Issuer's report on Form 10-Q for the quarter ended June
30, 1994.
