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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. 3)*
RMI TITANIUM COMPANY
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74961H 20 3
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(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
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SCHEDULE 13G
CUSIP No. 74961H 20 3 Page 2 of 5 Pages
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(1) Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
USX Corporation
IRS Employer Identification No. 25-0996816
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
Delaware
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(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%
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(8) Shared Dispositive Power
Not applicable
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
5,483,600
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(10) Check box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
Not applicable
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(11) Percent of Class Represented by Amount in Row (9)
27.0%
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(12) Type of Reporting Person*
CO
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*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
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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
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(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
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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
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Date
/s/ G. R. Haggerty
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G. R. Haggerty,
Vice President & Treasurer
Page 5 of 5 Pages
