Exhibit 99.2
FORM OF
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF 6.50% CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
USX CORPORATION
IN EXCHANGE FOR
6.75% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES
(CONVERTIBLE QUIPSSM* SECURITIES)
OF
USX CAPITAL TRUST I
Registered holders of shares of 6.50% Cumulative Convertible Preferred Stock
(the "6.50% Convertible Preferred Stock") of USX Corporation, a Delaware
corporation ("USX"), who wish to tender any such shares in exchange for 6.75%
Convertible Quarterly Income Preferred Securities of USX Capital Trust I, a
Delaware statutory business trust (the "Trust"), representing preferred
undivided beneficial ownership interests in the assets of the Trust, on the
terms and subject to the conditions set forth in the Prospectus of USX and the
Trust, dated , 1997 (the "Prospectus"), and the related Letter of
Transmittal, and whose shares of 6.50% Convertible Preferred Stock are not
immediately available or who cannot deliver their shares of 6.50% Convertible
Preferred Stock and Letter of Transmittal (and any other documents required by
the Letter of Transmittal) to The Bank of New York (the "Exchange Agent")
prior to the Expiration Date (as defined in the Prospectus), may use this
Notice of Guaranteed Delivery or one substantially equivalent hereto. This
Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight delivery) or mailed to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering" in the Prospectus.
The Exchange Agent for the Exchange Offer:
THE BANK OF NEW YORK
Facsimile Number:
(For Eligible Institutions Only)
(212) 815-6213
By Hand or Overnight Courier: By Mail:
(Registered or Certified Mail Recommended)
Tender & Exchange Department Tender & Exchange Department
101 Barclay Street P.O. Box 11248
Receive and Deliver Window Church Street Station
New York, New York 10286 New York, New York 10286-1248
Confirm Receipt of Notice
of Guaranteed Delivery by Telephone
(212) 815-4997
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via a facsimile transmission
to a number other than as set forth above will not constitute a valid
delivery.
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* QUIPS is a servicemark of Goldman, Sachs & Co.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution, such signature guarantee must appear in
the applicable space provided in the Letter of Transmittal for the guarantee
of signatures.
Ladies and Gentlemen:
The undersigned hereby tenders the number of shares of 6.50% Convertible
Preferred Stock indicated below, upon the terms and subject to the conditions
contained in the Prospectus, dated , 1997, of USX and the Trust, receipt
of which is hereby acknowledged.
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DESCRIPTION OF SECURITIES TENDERED
NAME AND ADDRESS OF CERTIFICATE NUMBER(S) NUMBER OF SHARES OF
REGISTERED HOLDER AS OF 6.50% CONVERTIBLE 6.50% CONVERTIBLE
IT APPEARS ON THE PREFERRED STOCK PREFERRED STOCK
CERTIFICATE(S) OF TENDERED TENDERED*
6.50% CONVERTIBLE
PREFERRED STOCK
(PLEASE PRINT)
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* Unless otherwise indicated, the holder will be deemed to have tendered the
full number of shares of 6.50% Convertible Preferred Stock represented by
the tendered certificates.
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As described in the Prospectus, if the number of shares of 6.50% Convertible
Preferred Stock properly tendered and not withdrawn before the Expiration Date
is greater than (or such greater number of Shares as the Company may elect to
purchase pursuant to the Exchange Offer), the Company, upon the terms and
subject to the conditions of the Exchange Offer, will accept shares of 6.50%
Convertible Preferred Stock for purchase first from all shares of 6.50%
Convertible Preferred Stock properly tendered and not withdrawn before the
Expiration Date by any shareholder who beneficially owned as of the close of
business on March , 1997 and who continued to own beneficially until the
Expiration Date an aggregate of fewer than 100 shares of 6.50% Convertible
Preferred Stock, who tendered all shares of 6.50% Convertible Preferred Stock
beneficially owned by such person (partial tenders of shares of 6.50%
Convertible Preferred Stock will not qualify for this preference) and who
completes the box captioned "Odd Lots" in this Notice of Guaranteed Delivery
and on the Letter of Transmittal. This preference will not be available unless
the box below entitled "Odd Lots" is completed.
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ODD LOTS
To be completed ONLY if shares of 6.50% Convertible Preferred Stock are
being tendered by or on behalf of a person who beneficially owned as of the
close of business on March , 1997, and who will continue to own
beneficially until the Expiration Date an aggregate of fewer than 100 shares
of 6.50% Convertible Preferred Stock.
The undersigned either (check one box):
[_] was the beneficial owner as of the close of business on March ,
1997, and will continue to be the beneficial owner until the Expiration
Date of an aggregate of fewer than 100 shares of 6.50% Convertible
Preferred Stock, and is tendering all such Shares, or
[_] is an "Eligible Institution" (as defined in the Prospectus) that (i)
is tendering, for the beneficial owners thereof, shares of 6.50%
Convertible Preferred Stock with respect to which it is the record
owner and (ii) believes, based upon representations made to it by each
such beneficial owner, that each such beneficial owner beneficially
owned as of the close of business on March , 1997, and will continue
to own beneficially until the Expiration Date an aggregate of fewer
than 100 shares of 6.50% Convertible Preferred Stock, and is tendering
all such shares of 6.50% Convertible Preferred Stock.
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office, branch, agency, or
correspondent in the United States, hereby guarantees to deliver to the
Exchange Agent at one of its addresses set forth above, the certificates
representing the shares of the 6.50% Convertible Preferred Stock, together
with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, and any other
documents required by the Letter of Transmittal within three New York Stock
Exchange, Inc. trading days after the date of execution of this Notice of
Guaranteed Delivery.
Name of Firm:
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(Authorized Signature)
Address: Title:
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- --------------------------------------- Name:
(Zip Code) ------------------------------
(Please type or print)
Area Code and Date:
Telephone Number: ---------------------------------
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NOTE: DO NOT SEND CERTIFICATES OF 6.50% CONVERTIBLE PREFERRED STOCK WITH THIS
NOTICE OF GUARANTEED DELIVERY. CERTIFICATES OF 6.50% CONVERTIBLE
PREFERRED STOCK SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.