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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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$296,073,000 $59,215
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* 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
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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.
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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.
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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
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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(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.
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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
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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
