Exhibit 99.5
USX CORPORATION
OFFER TO EXCHANGE
6.75% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES
(CONVERTIBLE QUIPSSM* SECURITIES)
(INITIAL LIQUIDATION AMOUNT $50 PER SECURITY)
OF
USX CAPITAL TRUST I
GUARANTEED BY USX CORPORATION TO THE EXTENT SET FORTH IN THE PROSPECTUS
FOR
6.50% CUMULATIVE CONVERTIBLE PREFERRED STOCK OF USX CORPORATION
March , 1997
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We have been appointed by USX Corporation, a Delaware corporation ("USX"),
and USX Capital Trust I, a Delaware statutory business trust (the "Trust"), to
act as Dealer Managers in connection with the offer by USX to exchange, upon
the terms and subject to the conditions set forth in the Prospectus referred
to below and the related Letter of Transmittal (which together constitute the
"Exchange Offer"), its 6.75% Convertible Quarterly Income Preferred Securities
(the "Trust Convertible Preferred Securities") for up to 6,700,000 of the
outstanding shares of 6.50% Cumulative Convertible Preferred Stock (the "6.50%
Convertible Preferred Stock") of the Company that are validly tendered and
accepted for exchange pursuant to the Offer. In connection with the Exchange
Offer, USX will deposit in the Trust as trust assets its 6.75% Convertible
Junior Subordinated Debentures as set forth in the Prospectus referred to
below.
Pursuant to the Exchange Offer, exchanges will be made on the basis of one
Trust Convertible Preferred Security for each share of 6.50% Convertible
Preferred Stock validly tendered and accepted for exchange in the Exchange
Offer. Shares of 6.50% Convertible Preferred Stock not accepted for exchange
because of proration will be returned.
The Trust will accept for exchange up to 6,700,000 shares of 6.50%
Convertible Preferred Stock validly tendered and not withdrawn, upon the terms
and subject to the conditions of the Exchange Offer, including the provisions
thereof relating to proration described in the Prospectus dated March , 1997
(the "Prospectus").
For your information and for forwarding to your clients for whom you hold
shares of 6.50% Convertible Preferred Stock registered in your name or in the
name of your nominee, we are enclosing the following documents:
1. Prospectus;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 providing information relating to backup federal
income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Exchange Offer if
the certificates for shares of 6.50% Convertible Preferred Stock and all other
required documents cannot be delivered to the Exchange Agent by the Expiration
Date (as defined in the Prospectus), or the book-entry transfer of the 6.50%
Convertible Preferred Stock cannot be completed by the Expiration Date;
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* QUIPS is a servicemark of Goldman, Sachs & Co.
4. A form of letter that may be sent to your clients for whose accounts you
hold 6.50% Convertible Preferred Stock registered in your name or in the name
of your nominee, with space provided for obtaining such clients' instructions
and designation of Soliciting Dealer with regard to the Offer;
5. A return envelope addressed to The Bank of New York, the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE EXCHANGE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 1997, UNLESS THE OFFER IS
EXTENDED.
NEITHER THE BOARD OF DIRECTORS OF USX, USX, THE TRUSTEES OF THE TRUST NOR
THE TRUST MAKES ANY RECOMMENDATION TO HOLDERS OF 6.50% CONVERTIBLE PREFERRED
STOCK AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING IN THE EXCHANGE OFFER.
HOLDERS OF 6.50% CONVERTIBLE PREFERRED STOCK ARE URGED TO CONSULT THEIR
FINANCIAL AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT ACTION TO TAKE IN
LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
USX will pay a solicitation fee of $1.00 per share of 6.50% Convertible
Preferred Stock validly tendered and accepted for exchange pursuant to the
Exchange Offer and covered by a Letter of Transmittal which designates, as
having solicited and obtained the tender, the name of (i) any broker or dealer
in securities, including a Dealer Manager in its capacity as a dealer or
broker, which is a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"), (ii) any
foreign broker or dealer not eligible for membership in the NASD which agrees
to conform to the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD member, or
(iii) any bank or trust company (each of which is referred to herein as a
"Soliciting Dealer"), if, in each case, the tender of such shares was
solicited by such Soliciting Dealer from a beneficial owner of 5,000 or fewer
shares. No solicitation fee shall be payable to a Soliciting Dealer with
respect to the tender of shares of 6.50% Convertible Preferred Stock by a
holder unless the Letter of Transmittal accompanying such tender designates
such Soliciting Dealer as such in the box captioned "Solicited Tenders."
If tendered shares of 6.50% Convertible Preferred Stock are being delivered
by book-entry transfer made to an account maintained by the Exchange Agent
with The Depository Trust Company, the Soliciting Dealer must return a Notice
of Solicited Tenders to the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date in order to receive a
solicitation fee. Such Notice of Solicited Tenders is attached hereto on page
4. No solicitation fee shall be payable to a Soliciting Dealer in respect of
shares of 6.50% Convertible Preferred Stock (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such Soliciting Dealer
unless such shares of 6.50% Convertible Preferred Stock are held by such
Soliciting Dealer as nominee and such shares of 6.50% Convertible Preferred
Stock are being tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or the Notice of Solicited Tenders. No
solicitation fee shall be payable to the Soliciting Dealer with respect to the
tender of shares of 6.50% Convertible Preferred Stock by the holder of record,
for the benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer any portion of such
fee to a tendering holder (other than itself). No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of USX, the Trust, the
Trustees of the Trust, the Exchange Agent, the Information Agent or the Dealer
Managers for purposes of the Exchange Offer.
USX will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding materials to their customers. USX will pay all stock
transfer taxes applicable to the acceptance of shares of 6.50% Convertible
Preferred Stock pursuant to the Exchange Offer, subject to Instruction 4 of
the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-keeping to
document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Information Agent or the undersigned at the addresses and telephone
numbers set forth on the back cover of the Prospectus.
Very truly yours,
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF USX, THE TRUST, THE TRUSTEES OF THE TRUST, THE DEALER MANAGERS,
THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
NOTICE OF SOLICITED TENDERS
List below the number of shares of 6.50% Convertible Preferred Stock whose
tender you have solicited. All shares of 6.50% Convertible Preferred Stock
beneficially owned by a beneficial owner, whether in one account or several,
and in however many capacities, must be aggregated for purposes of completing
the tables below. Any questions as to what constitutes beneficial ownership
should be directed to the Exchange Agent. If the space below is inadequate,
list the shares of 6.50% Convertible Preferred Stock on a separate signed
schedule and affix the list to this Notice of Solicited Tenders. PLEASE DO NOT
COMPLETE THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY EXCHANGE
AGENT".
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE EXCHANGE AGENT
WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE AT
THE ADDRESS SET FORTH ON THE BACK COVER OF THE PROSPECTUS. ALL QUESTIONS
CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO THE
INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THE
PROSPECTUS.
TO BE TO BE TO BE TO BE
COMPLETED COMPLETED COMPLETED COMPLETED
BY THE BY THE ONLY BY ONLY BY
SOLICITING SOLICITING EXCHANGE EXCHANGE
BENEFICIAL OWNERS DEALER DEALER AGENT AGENT
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NUMBER OF NUMBER OF
SHARES VOI TICKET SHARES FEE $1.00
TENDERED NUMBER* ACCEPTED PER SHARE
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Beneficial Owner No. 1................
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Beneficial Owner No. 2................
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Beneficial Owner No. 3................
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Beneficial Owner No. 4................
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Beneficial Owner No. 5................
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Total...............................
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* Complete if shares delivered by book-entry transfer.
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Exchange
Agent, in its sole discretion, which determination will be final and binding.
Neither the Exchange Agent nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited
Tenders or incur any liability for failure to give such notification.
The undersigned hereby confirms that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus, including because each
beneficial owner listed above or on a separate signed schedule is the
beneficial owner of 5,000 or fewer shares of 6.50% Convertible Preferred
Stock; (iii) in soliciting tenders of the shares of 6.50% Convertible
Preferred Stock, it has used no soliciting materials other than those
furnished by USX or the Trust; and (iv) if it is a foreign broker or dealer
not eligible for membership in the NASD, it has agreed to conform to the
NASD's Rules of Fair Practice in making solicitations outside the United
States to the same extent as though it were an NASD member.
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Printed Firm Name Address
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Authorized Signature Attention
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Area Code and Telephone Number City, State, Zip Code
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