<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1994
REGISTRATION NO. 33-50191
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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USX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 25-0996816
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
</TABLE>
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219-4776 (412) 433-1121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DAN D. SANDMAN, ESQ.
GENERAL COUNSEL AND SECRETARY
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219-4776
(412) 433-1121
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this registration statement as
determined by market conditions.
If only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
<S> <C> <C> <C> <C>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE(2) FEE
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USX Corporation Debt Securities..........
USX Corporation Preferred Stock..........
USX-Marathon Group Common Stock of USX
Corporation............................ $137,281,250 $137,281,250 $42,900.34
USX-U.S. Steel Group Common Stock of USX
Corporation............................
USX-Delhi Group Common Stock of USX
Corporation............................
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<FN>
(1) The amount to be registered consists of up to $137,281,250 market value
of Debt Securities and each of the classes of equity securities individually,
but not more than such amount for all registered securities in the aggregate.
Foreign currency denominated securities are included on a U.S. dollar basis.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED FOR PURPOSES OF
SECTION 10(A)(3) OF THE ACT IN CONNECTION WITH SECURITIES REGISTERED ON FORM
S-3, REGISTRATION NO. 33-51621.
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<PAGE> 2
USX CORPORATION
DEBT SECURITIES
PREFERRED STOCK
USX-MARATHON GROUP COMMON STOCK
USX-U.S. STEEL GROUP COMMON STOCK
USX-DELHI GROUP COMMON STOCK
------------------------
USX Corporation ("USX") proposes to issue and offer from time to time (1)
unsecured debt securities of USX (the "Debt Securities"); (2) USX Corporation
Preferred Stock ("Preferred Stock"); (3) USX-Marathon Group Common Stock of USX
Corporation ("Marathon Stock"); (4) USX-U.S. Steel Group Common Stock of USX
Corporation ("Steel Stock"); (5) USX-Delhi Group Common Stock of USX Corporation
("Delhi Stock") or any combination of the foregoing at an aggregate public
offering price of $482,281,250 (or the equivalent thereof in foreign denominated
currency (or units based on or related thereto) in the case of Debt Securities),
at prices and on terms to be determined at or prior to the time or times of
sale.
Specific terms of the securities in respect to which this Prospectus is
being delivered ("Offered Securities") shall be set forth in an accompanying
Prospectus Supplement, together with the terms of the offering of the Offered
Securities, the initial price thereof and net proceeds from the sale thereof.
All such Prospectus Supplement(s) shall also set forth with regard to the
particular Offered Securities, without limitation, the following: (1) in the
case of Debt Securities, the designation of each separate series and the
aggregate principal amount, maturity, interest rate, if any, whether fixed or
variable (or the manner of calculation thereof), redemption and sinking fund
provisions or other repayment obligations, currency in which denominated,
amounts determined by reference to an index, purchase price and any listing on a
securities exchange, (2) in the case of Marathon Stock, Steel Stock or Delhi
Stock, the number of shares offered, the number of shares to be outstanding
after the offering, the price range and dividend history of the relevant stock
and any listing on a securities exchange, and (3) in the case of Preferred
Stock, the designation, number of shares offered, liquidation preference per
share, dividend rate, dates on which dividends are to be payable and dates from
which dividends accrue, any redemption or sinking fund provisions, any
conversion features, and any listing on a securities exchange.
USX may sell the Offered Securities to or through underwriters or directly
to other purchasers or through agents or through and to brokers or dealers
acting as underwriters who will be named in the accompanying Prospectus
Supplement(s) along with terms of the public offering, including the offering
price, the principal amounts, if any, to be purchased by underwriters, the
commission or discount to the underwriters and the amount of other expenses
attributable to the issuance and distribution of the Debt Securities.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is August 29, 1994.
<PAGE> 3
AVAILABLE INFORMATION
USX Corporation ("USX") is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by USX can be inspected and copied at
prescribed rates at the Public Reference Room of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the public
reference facilities maintained by the Commission at 75 Park Place, New York,
New York 10007, and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Documents filed by USX can also be inspected at
the offices of the New York Stock Exchange, Inc. (the "NYSE"), The Chicago Stock
Exchange and the Pacific Stock Exchange.
USX has filed a Registration Statement on Form S-3 (the "Registration
Statement") with the Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Offered Securities. This
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits thereto, to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by USX with the Commission (file
no. 1-5153) are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1993.
(b) Quarterly Reports on Form 10-Q for the periods ended March 31,
1994 and June 30, 1994.
(c) Current Reports on Form 8-K dated January 21, January 24, February
2, February 14, February 24 and April 26, 1994.
(d) The description of the Marathon Stock included in USX's Form 8
Amendment to a Registration Statement on Form 8-A filed on April 11, 1991.
(e) The description of Steel Stock included in USX's Form 8-A
Registration Statement filed on April 11, 1991.
(f) The description of the Delhi Stock included in USX's Form 8-A
Registration Statement filed on August 11, 1992.
All reports and other documents filed by USX pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference herein. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
USX undertakes to provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the information incorporated by reference in this Prospectus,
other than exhibits to such information (unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Requests for such copies should be directed to the Office of the
Corporate Secretary, USX Corporation, 600 Grant Street, Pittsburgh, Pennsylvania
15219-4776 (telephone: 412-433-2885).
2
<PAGE> 4
USX CORPORATION
USX is a diversified company which is principally engaged in the energy
business through its Marathon Group, in the steel business through its U.S.
Steel Group and in the gas gathering and processing business through its Delhi
Group.
USX has three classes of common stock, USX--Marathon Group Common Stock
("Marathon Stock"), USX--U.S. Steel Group Common Stock ("Steel Stock") and
USX--Delhi Group Common Stock ("Delhi Stock"). The Marathon Stock, the Steel
Stock and the Delhi Stock are together referred to as "Common Stock." Each class
of common stock is intended to provide the stockholders of such class with a
separate security reflecting the performance of the related group. Holders of
Marathon Stock, Steel Stock and Delhi Stock are holders of common stock of USX
and continue to be subject to all of the risks associated with an investment in
USX and all of its businesses and liabilities.
The Marathon Group includes Marathon Oil Company and certain other
subsidiaries of USX, which are engaged in worldwide exploration, production,
transportation and marketing of crude oil and natural gas; and domestic
refining, marketing and transportation of petroleum products. Marathon Group
sales (excluding sales from the businesses included in the Delhi Group) as a
percentage of total USX consolidated sales were 65% in the first six months of
1994, and 66%, 69% and 72% in the years 1993, 1992 and 1991, respectively.
The U.S. Steel Group includes U.S. Steel, the largest integrated steel
producer in the United States, which is primarily engaged in the production and
sale of a wide range of steel mill products, coke and taconite pellets. The U.S.
Steel Group also includes the management of mineral resources, domestic coal
mining, engineering and consulting services and technology licensing. Other
businesses that are part of the U.S. Steel Group include real estate development
and management, fencing products, leasing and financing activities and a
majority interest in a titanium metal products company. U.S. Steel Group sales
as a percentage of total USX consolidated sales were 32% in the first six months
of 1994 and 31%, 28% and 26% in the years 1993, 1992 and 1991, respectively.
The Delhi Group includes Delhi Gas Pipeline Corporation and certain other
subsidiaries of USX which are engaged in the purchasing, gathering, processing,
transporting and marketing of natural gas. Prior to October 2, 1992, the
businesses which are now included in the Delhi Group were included in the
Marathon Group and data regarding the Delhi Group for periods prior to that date
reflect the combined historical financial data of the businesses comprising the
Delhi Group. Delhi Group sales as a percentage of total USX consolidated sales
were 3% in the first six months of 1994, 3% in the years 1993 and 1992 and 2% in
1991.
USX was incorporated in 1901 and is a Delaware corporation. Its executive
offices are located at 600 Grant St., Pittsburgh, PA 15219-4776 (tel:
412-433-1121). The terms "USX" and the "Corporation" when used herein refer to
USX Corporation or USX Corporation and its subsidiaries, as required by the
context.
3
<PAGE> 5
RATIO OF EARNINGS TO FIXED CHARGES
AND RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------------- -------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges.......................... 1.84 (a) (a) (a) (a) 2.80 2.57
==== ==== ==== ==== ==== ==== ====
Ratio of earnings to combined fixed
charges and preferred stock
dividends........................ 1.71 (b) (b) (b) (b) 2.69 2.33
==== ==== ==== ==== ==== ==== ====
</TABLE>
- ---------
(a) Earnings did not cover fixed charges by $393 million for the first six
months of 1993, by $281 million for 1993, by $197 million for 1992 and by
$681 million for 1991.
(b) Earnings did not cover combined fixed charges and preferred stock dividends
by $413 million for the first six months of 1993, by $325 million for 1993,
by $211 million for 1992 and by $696 million for 1991.
USE OF PROCEEDS
USX intends to use the net proceeds from the sale of the Offered Securities
for general corporate purposes, the refunding of outstanding long-term
indebtedness and other financial obligations, interest rate management and
leveling of its debt maturity schedule.
SPECIAL CONSIDERATIONS
CONSIDERATIONS RELATING TO COMMON STOCK
Stockholders of One Company; Financial Impacts from One Group Could Affect the
other Groups
Although the financial statements of the Marathon Group, the U.S. Steel
Group and the Delhi Group separately report the assets, liabilities (including
contingent liabilities) and stockholders' equity of USX attributed to each such
Group, such attribution of assets, liabilities (including contingent
liabilities) and stockholders' equity among the Marathon Group, the U.S. Steel
Group and the Delhi Group for the purpose of preparing their respective
financial statements does not affect legal title to such assets or
responsibility for such liabilities. Holders of Marathon Stock, Steel Stock and
Delhi Stock are holders of common stock of USX, and continue to be subject to
all of the risks associated with an investment in USX and all of its businesses
and liabilities. Financial impacts arising from one Group that affect the
overall cost of USX's capital could affect the results of operations and
financial condition of the other Groups. In addition, net losses of any Group,
as well as dividends and distributions on any class of USX common stock or
series of Preferred Stock and repurchases of any class of USX common stock or
series of Preferred Stock at prices in excess of par or stated value will
reduce the funds of USX legally available for payment of dividends on all
classes of Common Stock. Accordingly, the USX consolidated financial information
should be read in connection with the Group financial information. USX prepares
and provides consolidated financial statements, as well as financial statements
of each Group, to the holders of the respective classes of Common Stock. See
"Management and Accounting Policies."
No Rights or Additional Duties With Respect to the Groups; Potential Conflicts
Holders of Marathon Stock, Steel Stock and Delhi Stock have only the rights
of stockholders of USX, and, except as described under "Description of Capital
Stock--Marathon Stock--Exchange and Redemption" and "--Voting," under
"Description of Capital Stock--Steel Stock--Exchange and Redemption" and
"--Voting" and under "Description of Capital Stock--Delhi Stock--Exchange and
Redemption" and "-- Voting," holders of Common Stock are not provided any rights
specifically related to any Group. In addition,
4
<PAGE> 6
principles of Delaware law established in cases involving differing treatment of
classes of capital stock or groups of holders of the same class of capital stock
provide that a board of directors owes an equal duty to all stockholders
regardless of class or series and does not have separate or additional duties to
any group of stockholders.
The existence of separate classes of Common Stock may give rise to
occasions when the interests of holders of Marathon Stock, Steel Stock and Delhi
Stock may diverge or appear to diverge. Examples include the optional exchange
of the Delhi Stock for Marathon Stock or Steel Stock at the 10% premium or 15%
premium, as the case may be, the determination of the record date of any such
exchange or for the redemption of any Steel Stock or Delhi Stock, the
establishing of the date for public announcement of the liquidation of USX; and
the commitment of capital among the Marathon Group, the U.S. Steel Group and the
Delhi Group. Although USX is not aware of any precedent involving the fiduciary
duties of directors of corporations having classes of common stock or separate
classes or series of capital stock the rights of which are defined by reference
to specified operations of the corporation, under the principles of Delaware law
referred to above and the "business judgment rule," absent abuse of discretion,
a good faith determination made by a disinterested and adequately informed Board
with respect to any matter having disparate impacts upon holders of Marathon
Stock, Steel Stock or Delhi Stock would be a defense to any challenge to such
determination made by or on behalf of the holders of any class of Common Stock.
Because the Board owes an equal duty to all stockholders regardless of
class, the Board is the appropriate body to deal with these matters. In order to
assist the Board in this regard, USX has formulated policies to serve as
guidelines for the resolution of matters involving a conflict or a potential
conflict, including policies dealing with the payment of dividends, limiting
capital investment in the Steel Group over the long term to its internally
generated cash flow, the use of capital generated by the Delhi Group for the
expansion of its business, and allocation of corporate expenses and other
matters. See "Management and Accounting Policies." The Board has been advised
concerning the applicable law relating to the discharge of its fiduciary duties
to the common stockholders in the context of the separate classes of Common
Stock and has delegated to the Audit Committee of the Board the responsibility
to review matters which relate to this subject and report to the Board.
Limited Separate Voting Rights
Holders of shares of Marathon Stock, Steel Stock and Delhi Stock vote
together as a single class on all matters as to which all USX common
stockholders are entitled to vote. Holders of Marathon Stock, Steel Stock or
Delhi Stock will have no rights to vote on matters as a separate Group except as
described under "Description of Capital Stock--Marathon Stock--Voting," under
"Description of Capital Stock--Steel Stock--Voting" and under "Description of
Capital Stock--Delhi Stock--Voting" and in certain limited circumstances as
currently provided under Delaware law. Separate meetings for the holders of each
class of Common Stock will not be held. Accordingly, subject to such exceptions,
holders of shares of Marathon Stock, Steel Stock or Delhi Stock, cannot bring a
proposal to a vote of the holders of Marathon Stock, Steel Stock or Delhi Stock
only, but are required to bring any proposal to a vote of all holders of capital
stock of USX entitled to vote generally voting together as a single class.
The interests of the holders of the Marathon Stock, Steel Stock and Delhi
Stock may diverge or appear to diverge with respect to certain matters as to
which such holders are entitled to vote. If, when a stockholder vote is taken on
any matter as to which a separate vote by any class would not be required under
the Certificate of Incorporation or Delaware law, the holders of one or more
classes of Common Stock would have more than the number of votes required to
approve any such matter, the holders of that class or classes would be in a
position to control the outcome of the vote on such matter. The Certificate of
Incorporation provides that neither the increase nor the decrease of the
authorized number of shares of any class of Common Stock requires a separate
vote of any such class. Thus, it is possible that the holders of a majority of
any class or two classes of Common Stock could constitute a majority of the
voting power of all classes of Common Stock and approve the increase or decrease
of the authorized amount of another class or classes of Common Stock without the
approval of the holders of such other class or classes of Common Stock.
5
<PAGE> 7
On all matters where the holders of Common Stock vote together as a single
class, a share of Marathon Stock will have one vote and each share of Steel
Stock and Delhi Stock will have a fluctuating vote per share based on relative
time-weighted average ratios of their Market Values. Assuming that the time
weighted averages of the Market Values of Marathon Stock, Steel Stock and Delhi
Stock were $18, $40 and $13, respectively, the per share voting rights of
Marathon Stock, Steel Stock and Delhi Stock would be one vote, 2.222 votes and
.722 vote per share, respectively. If the Marathon Stock, the Steel Stock and
the Delhi Stock had such per share voting rights as of July 31, 1994, the
holders of Marathon Stock, Steel Stock and Delhi Stock would have approximately
62%, 36% and 2% respectively, of the total voting power of USX.
Management and Accounting Policies Subject to Change
Since 1991 USX has applied certain management and accounting policies
adopted by the Board and described herein, which policies may be modified or
rescinded in the sole discretion of the Board without approval of stockholders,
although the Board has no present intention to do so. See "Management and
Accounting Policies." The Board may also adopt additional policies depending
upon the circumstances. Any determination of the Board to modify or rescind such
policies, or to adopt additional policies, including any such decision that
would have disparate impacts upon holders of Marathon Stock, or Steel Stock or
Delhi Stock, would be made by the Board in good faith and in the honest belief
that such decision is in the best interests of all stockholders of USX. In
addition, generally accepted accounting principles require that any change in
accounting policy be preferable (in accordance with such principles) to the
policy previously established.
Limitations on Potential Unsolicited Acquisitions
If the Marathon Group, the Steel Group and the Delhi Group were separate
companies, any person interested in acquiring one of them without negotiation
with management could seek to obtain control of it by means of a tender offer or
proxy contest. Because each Group is not a separate company, any person
interested in acquiring only one Group without negotiation with USX management
would be required to seek control of the voting power representing all of the
outstanding capital stock of USX entitled to vote on such acquisition. See
"Limited Separate Voting Rights" above.
Because of fluctuations in the relative Market Values of shares of the
three classes of Common Stock, the voting power of a particular stockholder may
be increased or decreased from that held at the time the stockholder acquired
the stock or from that held at the time of the previous vote. The fluctuating
voting powers of the three classes of Common Stock may influence a purchaser
interested in acquiring and maintaining control of USX to acquire equivalent
holdings in all classes of Common Stock.
Dividends and Earnings Per Share
The Board intends to declare and pay dividends on the Marathon Stock, Steel
Stock and Delhi Stock based on the financial condition and results of operations
of the respective Group, although it has no obligation under Delaware law to do
so. Subject to any prior rights of the holders of Preferred Stock: (a) Marathon
Stock will be payable out of legally available funds of USX (as defined under
Delaware law); (b) dividends on Steel Stock will be payable out of the lesser of
(i) the Available Steel Dividend Amount and (ii) legally available funds; and
(c) dividends on Delhi Stock will be payable when, as and if declared by the
Board out of the lesser of (i) the Available Delhi Dividend Amount and (ii)
legally available funds. In making its dividend decisions, the Board will rely
on the financial statements of each Group. In determining its dividend policy,
the Board will consider, among other things, the long-term earnings and cash
flow capabilities of each Group, as well as the dividend policies of similar
publicly traded companies.
The method of calculating earnings per share for the Marathon Stock, the
Steel Stock and the Delhi Stock reflects the Board's intent that the separately
reported earnings and surplus of the Marathon Group, the Steel Group and the
Delhi Group as determined consistent with the Certificate of Incorporation, are
available for payment of dividends to the respective classes of stock, although
legally available funds and liquidation preferences of these classes of stock do
not necessarily correspond with these amounts. Dividends on all classes
6
<PAGE> 8
of Preferred Stock and USX common stock are limited to legally available funds
of USX, which are determined on the basis of the entire Corporation.
Distribution on the Marathon Stock, the Steel Stock and the Delhi Stock would be
precluded by a failure to pay dividends on any series of Preferred Stock. Net
losses of any group as well as dividends and distributions on any class of
common stock or series of Preferred Stock and repurchases of any class of common
stock or series of Preferred Stock at prices in excess of par or stated value
will reduce the funds of USX legally available for payment of dividends on all
classes of common stock.
Under Delaware law, a corporation may declare and pay dividends on its
capital stock either (1) out of its surplus or (2) in case there is no surplus,
out of its net profits for the year in which the dividend is declared and/or the
proceeding fiscal year. "Surplus" is the amount by which the total assets of the
corporation exceed total liabilities and capital. Capital for USX is the sum of
(a) the aggregate par value of the outstanding shares of Common Stock (equal to
$1 per share), (b) the aggregate stated capital of the outstanding shares of
Adjustable Rate Preferred Stock ($50 per share) and (c) the aggregate stated
capital of the outstanding shares of 6.50% Convertible Preferred Stock ($1 per
share). If the capital of a corporation is diminished by depreciation in the
value of its properties, or by losses, or otherwise, to an amount less than the
aggregate amount of capital represented by the outstanding stock of all classes
having a preference upon the distribution of assets, dividends may not be paid
out of net profits (that is pursuant to clause (2) above) until the deficiency
in capital shall have been repaired. For purposes of determining surplus, the
assets and liabilities of a corporation are to be valued on the basis of market
value.
Potential Effects of Exchange and Redemption of Common Stock
Under various conditions, the Steel Stock may be exchanged, at USX's
option, for shares of Marathon Stock, or if there are no shares of Marathon
Stock outstanding, Delhi Stock at a 10% premium. Any exchange of Steel Stock for
Marathon Stock or Delhi Stock would preclude holders of Steel Stock from
retaining their investment in a security reflecting USX's steel and other
businesses that constitute the U.S. Steel Group. Any exchange of Delhi Stock for
Steel Stock would dilute the interests of holders of Steel Stock. See
"Description of Capital Stock--Steel Stock--Exchange and Redemption."
Under various conditions, the Delhi Stock may be exchanged, at USX's
option, for shares of Marathon Stock, or if there are no shares of Marathon
Stock outstanding, Steel Stock at a 10% premium. In addition, the Board may at
any time exchange each outstanding share of Delhi Stock for a number of shares
of Marathon Stock or, if there are no shares of Marathon Stock outstanding and
shares of Steel Stock are outstanding, of Steel Stock at a 15% premium. USX
cannot predict the impact on the market price of the Delhi Stock of its ability
to effect any such exchange. In addition, any exchange of Delhi Stock for
Marathon Stock or Steel Stock would preclude holders of Delhi Stock from
retaining their investment in a security reflecting USX's natural gas
purchasing, gathering, processing, transporting and marketing operations, and
any exchange of Steel Stock for Delhi Stock would dilute the interests of
holders of Delhi Stock. See "Description of Capital Stock--Delhi Stock--Exchange
and Redemption."
MANAGEMENT AND ACCOUNTING POLICIES
MANAGEMENT POLICIES
The Board has adopted certain policies with respect to the Marathon Group,
the U.S. Steel Group and the Delhi Group including, without limitation, the
intention to: (i) limit capital expenditures of the U.S. Steel Group over the
long term to an amount equal to the internally generated cash flow of the U.S.
Steel Group, including funds generated by sales of assets of the U.S. Steel
Group, (ii) sell assets and provide services among the groups only on an
arm's-length basis and (iii) treat funds generated by sale of Marathon Stock,
Steel Stock and Delhi Stock (except for the sale of shares deemed to represent
the Retained Interest) and securities convertible into such stock as assets of
the respective Group and apply such funds to acquire assets or reduce
liabilities of the Marathon Group, the U.S. Steel Group or the Delhi Group,
respectively, as the case may be.
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<PAGE> 9
The above policies may be modified or rescinded in the sole discretion of
the Board without approval of the stockholders, although the Board has no
present intention to do so. The Board may also adopt additional policies
depending upon the circumstances. Any determination of the Board to modify or
rescind such policies, or to adopt additional policies, including any such
decision that would have disparate impacts upon holders of the separate classes
of Common Stock, would be made by the Board in good faith and in the honest
belief that such decision is in the best interest of all stockholders of USX.
ACCOUNTING MATTERS AND POLICIES
USX prepares the Marathon Group, the U.S. Steel Group and the Delhi Group
financial statements in accordance with generally accepted accounting
principles, and these financial statements, taken together, comprise all of the
accounts included in the corresponding consolidated financial statements of USX.
The financial statements of the Marathon Group, the U.S. Steel Group and the
Delhi Group principally reflect the financial position and results of operations
of the businesses included therein. Consistent with the Certificate of
Incorporation and related policies, such group financial statements also include
portions of USX's corporate assets and liabilities (including contingent
liabilities). Principal corporate activities attributed to the groups and
reflected in their financial statements include financial activities, corporate
general and administrative costs, common stock transactions and income taxes.
The above policies may be modified or rescinded in the sole discretion of
the Board without approval of the stockholders, although the Board has no
present intention to do so. The Board may also adopt additional policies
depending upon the circumstances. Any determination of the Board to modify or
rescind such policies, or to adopt additional policies, including any such
decision that would have disparate impacts upon holders of the separate classes
of Common Stock, would be made by the Board in good faith and in the honest
belief that such decision is in the best interest of all stockholders of USX. In
addition, generally accepted accounting principles require that any change in an
accounting policy be preferable (in accordance with such principles) to the
previous policy.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities will be general unsecured obligations of USX and will
rank pari passu with the other general unsecured obligations of USX. The Debt
Securities will be issued under an Indenture, dated as of March 15, 1993,
between PNC Bank, National Association (the "Trustee") and USX (the
"Indenture"). A copy of the Indenture is filed as an exhibit to the Registration
Statements. The following summaries of certain provisions of the Indenture do
not purport to be complete and are qualified in their entirety by reference to
the provisions of the Indenture, which are incorporated by reference herein.
Certain capitalized terms used herein are defined in the Indenture. The Section
numbers referred to in the following summaries are references to relevant
sections of the Indenture.
GENERAL
The Indenture does not limit the principal amount of Debt Securities or
other indebtedness which may be issued thereunder from time to time by USX and
USX may in the future issue additional Debt Securities (in addition to those
offered hereby) under the Indenture. As of July 31, 1994, an aggregate principal
amount of $1.05 billion of Debt Securities had been issued, and were outstanding
under, the Indenture.
The Debt Securities of any Series may be issued in definitive form or, if
provided in the Prospectus Supplement relating thereto, may be represented in
whole or in part by a Global Security or Securities, registered in the name of a
Depositary designated by USX. Each Debt Security represented by a Global
Security is referred to herein as a "Book-Entry Security."
Debt Securities may be issued from time to time pursuant to this Prospectus
in an aggregate principal amount or initial public offering price of up to
$482,281,250 or the equivalent thereof in foreign denominated currency or units
based on or relating to foreign denominated currencies, including European
Currency Units ("ECU"), and will be offered independently or together on terms
determined by market conditions at the
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time of sale. The Debt Securities may be issued in one or more series with the
same or various maturities and may be sold at par, a premium or an original
issue discount. Debt Securities sold at an original issue discount may bear no
interest or interest at a rate which is below market rates.
Reference is made to the Prospectus Supplement for the specific terms of
the Debt Securities offered hereby, including the following (to the extent
applicable to a particular series of Debt Securities): (i) designation,
aggregate principal amount, purchase price (expressed as a percentage of the
principal amount thereof), and denomination; (ii) date of maturity; (iii) if
other than currency of the United States, the currency or units based on or
relating to currencies for which Debt Securities may be purchased and in which
principal and any premium or interest will or may be payable; (iv) interest rate
or rates (or the manner of calculation thereof), if any; (v) the times at which
any such interest will be payable; (vi) the place or places where principal and
any premium and interest will be payable; (vii) any redemption or sinking fund
provisions or other repayment obligations and any remarketing arrangements
related thereto; (viii) any index used to determine the amount of payment of
principal of and any premium and interest on the Debt Securities; (ix) the
application, if any, of the defeasance provisions to the Debt Securities; (x) if
other than the principal amount thereof, the portion of the principal amount of
the Debt Securities which shall be payable upon declaration of acceleration of
the maturity thereof; (xi) if other than 100% of the principal amount thereof
plus accrued interest, the Change in Control Purchase Price or Prices applicable
to purchases of Debt Securities upon the occurrence of a Change in Control;
(xii) whether the Debt Securities will be issued in whole or in part in the form
of one or more Global Securities and, in such case, the Depositary for such
Global Securities; and (xiii) any other specific terms of the Debt Securities,
including any terms which may be required by or advisable under United States
laws or regulations.
Except with respect to Book-Entry Securities, Debt Securities may be
presented for exchange or registration of transfer, in the manner, at the places
and subject to the restrictions set forth in the Debt Securities and the
Prospectus Supplement. Such services will be provided without charge, other than
any tax or other governmental charge payable in connection therewith, but
subject to the limitations provided in the Indenture. For a description of
payments of principal of and any premium and interest on, and transfer of,
Book-Entry Securities, and exchanges of Global Securities representing
Book-Entry Securities, see "Book-Entry Securities" hereunder.
CERTAIN COVENANTS OF USX
Creation of Certain Liens
If USX or any Subsidiary of USX shall mortgage, pledge, encumber or subject
to a lien (hereinafter to "Mortgage" or a "Mortgage," as the context may
require) as security for any indebtedness for money borrowed (i) any blast
furnace facility or raw steel producing facility, or rolling mills which are a
part of a plant which includes such a facility, or (ii) any property capable of
producing oil or gas; and which, in either case, is located in the United States
and is determined to be a principal property by the Board of Directors of USX in
its discretion, USX will secure or will cause such Subsidiary to secure each
Series of the Debt Securities equally and ratably with all indebtedness or
obligations secured by the Mortgage then being given and with any other
indebtedness of USX or such Subsidiary then entitled thereto; provided, however,
that this covenant shall not apply in the case of: (a) any Mortgage existing on
the date of the Indenture (whether or not such Mortgage includes an
after-acquired property provision); (b) any Mortgage, including a purchase money
Mortgage, incurred in connection with the acquisition of any property (any
Mortgage incurred within 180 days after such acquisition or the completion of
construction shall be deemed to be in connection with such acquisition), the
assumption of any Mortgage previously existing on such acquired property or any
Mortgage existing on the property of any corporation when it becomes a
Subsidiary of USX; (c) any Mortgage on such property in favor of the United
States, or any State, or instrumentality of either, to secure partial, progress
or advance payments to USX or any Subsidiary of USX pursuant to the provisions
of any contract or any statute; (d) any Mortgage on such property in favor of
the United States, any State, or instrumentality of either, to secure borrowings
for the purchase or construction of the property Mortgaged; (e) any Mortgage in
connection with a sale or other transfer of oil or gas in place for a period of
time or in an amount such that the purchaser will realize therefrom a specified
amount of money or specified amount of minerals or any interest in
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property of the character commonly referred to as an "oil payment" or
"production payment"; (f) any Mortgage on any property arising in connection
with or to secure all or any part of the cost of the repair, construction,
improvement, alteration, exploration, development or drilling of such property
or any portion thereof; (g) any Mortgage on any pipeline, gathering system,
pumping or compressor station, pipeline storage facility, other pipeline
facility, drilling equipment, drilling platform, drilling barge, any movable
railway, marine or automotive equipment, gas plant, office building, storage
tank, or warehouse facility, any of which is located on any property included
under clause (ii) above; (h) any Mortgage on any equipment or other personal
property used in connection with any property included under clause (ii) above;
(i) any Mortgage on any property included under clause (ii) above arising in
connection with the sale of accounts receivable resulting from the sale of oil
or gas at the wellhead; or (j) any renewal of or substitution for any Mortgage
permitted under the preceding clauses. Notwithstanding the foregoing, USX may
and may permit its Subsidiaries to grant Mortgages or incur liens on property
covered by the restriction described above so long as the net book value of the
property so encumbered, together with all property subject to the restriction on
certain sale and leasebacks described below, does not at the time such Mortgage
or lien is granted exceed five percent (5%) of Consolidated Net Tangible Assets,
(as such term is defined in the Indenture). (Section 4.03)
"Consolidated Net Tangible Assets" means the aggregate value of all assets
of USX and its subsidiaries after deducting therefrom (a) all current
liabilities (excluding all long-term debt due within one year), (b) all
investments in unconsolidated subsidiaries and all investments accounted for on
the equity basis and (c) all goodwill, patent and trademarks, unamortized debt
discount and other similar intangibles (all determined in conformity with
generally accepted accounting principles and calculated on a basis consistent
with USX's most recent audited consolidated financial statements). (Section
1.01)
As of the date of this Prospectus, neither USX nor any subsidiary of USX
has any property referred to in either clause (i) or (ii) above and in the
following subsection "Limitations on Certain Sales and Leasebacks" which has
been determined by the Board of Directors of USX to be a principal property.
Limitations on Certain Sale and Leasebacks
USX will not, nor will it permit any Subsidiary to, sell or transfer (i)
any blast furnace facility or raw steel producing facility, or rolling mills
which are a part of a plant which includes such a facility, or (ii) any property
capable of producing oil or gas; and which, in either case, is located in the
United States and is determined to be a principal property by the Board of
Directors of USX in its discretion, with the intention of taking back a lease
thereof, provided, however, this covenant shall not apply if (a) the lease is to
a Subsidiary (or to USX in the case of a Subsidiary); (b) the lease is for a
temporary period by the end of which it is intended that the use of the property
by the lessee will be discontinued; (c) USX or a Subsidiary could, in accordance
with Section 4.03, heretofore described, Mortgage such property without equally
and ratably securing the Debt Securities; (d) the transfer is incident to or
necessary to effect any operating, farm out, farm in, unitization, acreage
exchange, acreage contributions, bottom hole or dry hole arrangements or pooling
agreement or any other agreement of the same general nature relating to the
acquisition, exploration, maintenance, development and operation of oil and gas
properties in the ordinary course of business or as required by regulatory
agencies having jurisdiction over the property; or (e) USX promptly informs the
Trustee of such sale, the net proceeds of such sale are at least equal to the
fair value (as determined by resolution adopted by the Board of Directors of
USX) of such property and USX within 180 days after such sale applies an amount
equal to such net proceeds (subject to reduction by reason of credits to which
USX is entitled, under the conditions specified in the Indenture) to the
retirement or in substance defeasance of funded debt of USX or a Subsidiary.
(Section 4.04)
Merger and Consolidation
USX will not merge or consolidate with any other corporation or sell or
convey all or substantially all of its assets to any person, firm or
corporation, except that USX may merge or consolidate with, or sell or convey
all or substantially all of its assets to, any other corporation, provided that
(i) USX shall be the continuing corporation or the successor corporation (if
other than USX, as the case may be) shall be a corporation organized and
existing under the laws of the United States of America or a State thereof and
such corporation
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shall expressly assume the due and punctual payment of the principal of and any
premium and interest on all the Debt Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of the Indenture to be performed by USX and (ii) USX or such
successor corporation, as the case may be, shall not, immediately after such
merger, consolidation, sale or conveyance, be in default in the performance of
any such covenant or condition and no event which with the lapse of time, the
giving of notice or both would constitute an Event of Default shall have
occurred and be continuing. (Section 11.01)
If upon any consolidation or merger of USX with or into any other
corporation, or upon any sale or conveyance of substantially all of the
properties of USX, or upon any acquisition by USX of all or any part of the
property of another corporation, any property owned immediately prior thereto
would thereupon become subject to any mortgage, lien, pledge, charge or
encumbrance, USX, prior to such event, will secure the Debt Securities (equally
and ratably with any other indebtedness of USX secured thereby) by a lien on all
of such property of USX, prior to all liens, charges and encumbrances other than
any theretofore existing thereon. (Section 11.03)
PURCHASE OF DEBT SECURITIES UPON A CHANGE IN CONTROL
In the event of any Change in Control (as defined below) of USX, each
holder of Debt Securities will have the right, at that holder's option, subject
to the terms and conditions of the Indenture, to require USX to become obligated
to purchase all of that holder's Debt Securities on the date that is 35 Business
Days after the occurrence of such Change in Control (the "Change in Control
Purchase Date") at a cash price equal to (i) unless otherwise specified in the
terms of such Debt Securities, 100% of the principal amount thereof, together
with accrued interest to such Change in Control Purchase Date (except that
interest installments due prior to such Change in Control Purchase Date will be
payable to the holders of such Debt Securities of record at the close of
business on the relevant record dates according to their terms and the
provisions of the Indenture), or (ii) such other price or prices as may be
specified in the terms of such Debt Securities (the "Change in Control Purchase
Prices"). (Section 4.07)
Within 15 Business Days after a Change in Control, USX is obligated to mail
to the Trustee and to all holders of Debt Securities of any Series at their
addresses shown in the Debt Security register (and to beneficial owners as
required by applicable law) a notice regarding the Change in Control, stating,
among other things: (i) the last date on which the Change in Control purchase
right may be exercised, (ii) the Change in Control Purchase Price, (iii) the
Change in Control Purchase Date, (iv) the name and address of the Paying Agent,
and (v) the procedures that holders must follow to exercise these rights. USX
will cause a copy of such notice to be published in a daily newspaper of
national circulation. (Section 4.07)
To exercise this right, a holder of Debt Securities of any Series must
deliver a Change in Control Purchase Notice to the Paying Agent for that Series
at its address set forth in USX's notice regarding the Change in Control at any
time prior to the close of business on the Change in Control Purchase Date. The
Change in Control Purchase Notice shall state (i) the certificate numbers of the
Debt Securities to be delivered by the holder thereof for purchase by USX and
(ii) that such Debt Securities are to be purchased by USX pursuant to the
applicable provisions of the Debt Securities and USX's notice regarding the
Change in Control. (Section 4.07)
Upon receipt by USX of the Change in Control Purchase Notice, the holder of
the Debt Security in respect of which such notice was given shall (unless such
notice is withdrawn as specified in the Indenture) thereafter be entitled to
receive solely the Change in Control Purchase Price with respect to such Debt
Security. Any Change in Control Purchase Notice may be withdrawn by the holder
of Debt Securities of any Series by a written notice of withdrawal delivered to
the Paying Agent for that Series at any time prior to the close of business on
the Change in Control Purchase Date. The notice of withdrawal shall state the
certificate numbers of the Debt Securities as to which the withdrawal notice
relates. (Section 4.08)
Payment of the Change in Control Purchase Price for a Debt Security of any
Series for which a Change in Control Purchase Notice has been delivered and not
withdrawn is conditioned upon delivery of such Debt Security (together with
necessary endorsements) to the Paying Agent for that Series at its address set
forth in
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USX's notice regarding the Change in Control, at any time (whether prior to, on
or after the Change in Control Purchase Date) after the delivery of such Change
in Control Purchase Notice. (Section 4.07) Payment of the Change in Control
Purchase Price for such Debt Security will be made promptly following the later
of the Change in Control Purchase Date or the time of delivery of such Debt
Security. (Section 4.08)
Under the Indenture, a "Change in Control" of USX is deemed to have
occurred at such time as (i) any "person" or "group" of persons (excluding USX,
any Subsidiary, any employee stock ownership plan or any other employee benefit
plan of USX) shall have acquired "beneficial ownership" (within the meaning of
Section 13(d) or 14(d) of the Exchange Act and the applicable rules and
regulations thereunder) of shares of Voting Stock representing at least 35% of
the outstanding Voting Power of USX, (ii) during any period of twenty-five
consecutive months, commencing before or after the date of the Indenture,
individuals who at the beginning of such twenty-five month period were directors
of USX (together with any replacement or additional directors whose election was
recommended by incumbent management of USX or who were elected by a majority of
directors then in office) cease to constitute a majority of the board of
directors of USX, or (iii) any person or group of related persons shall acquire
all or substantially all of the assets of USX; provided, that a Change in
Control shall not be deemed to have occurred pursuant to clause (iii) above if
USX shall have merged or consolidated with or transferred all or substantially
all of its assets to another corporation in compliance with the provisions of
Section 11.01 of the Indenture (relating to when USX may merge or transfer
assets) and the surviving or successor or transferee corporation is no more
leveraged than was USX immediately prior to such event. For purposes of this
definition, the term "leveraged" when used with respect to any corporation shall
mean the percentage represented by the total assets of that corporation divided
by its stockholders' equity, in each case determined and as would be shown in a
consolidated balance sheet of such corporation prepared in accordance with
generally accepted accounting principles in the United States of America. The
term "substantially all" in clause (iii) above has not been quantified for
purposes of defining Change in Control and, depending upon the factual
circumstances, there may be uncertainty as to when a Change in Control has
occurred for purposes of determining the rights of holders of Debt Securities
pursuant to this provision.
Notwithstanding the foregoing, a Change in Control will not be deemed to
have occurred by virtue of (i) USX, any Subsidiary of USX, any employee stock
ownership plan or any other employee benefit plan of USX or any such Subsidiary,
or any Person holding Voting Stock for or pursuant to the terms of any such
employee benefit plan, acquiring beneficial ownership of shares of Voting Stock,
whether representing 35% or more of the outstanding Voting Power of USX or
otherwise or (ii) any Person whose ownership of shares of Voting Stock
representing 35% or more of the outstanding Voting Power of USX results solely
from USX's calculation from time to time of the relative voting rights of
Marathon Stock, Steel Stock and Delhi Stock.
"Voting Stock" means stock of USX of any class or classes (however
designated) having ordinary voting power for the election of the directors of
USX, other than stock having such power only by reason of the happening of a
contingency. "Voting Power" means the total voting power represented by all
outstanding shares of all classes of Voting Stock. (Section 4.07)
In the event a Change in Control occurs, USX intends to comply with any
applicable securities laws or regulations, including any applicable requirements
of Rule 14e-1 under the Exchange Act. The Change in Control purchase feature of
the Debt Securities may in certain circumstances make more difficult or
discourage a takeover of USX. The Change in Control purchase feature, however,
is not the result of management's knowledge of any specific effort to accumulate
shares of Common Stock or to obtain control of USX by means of a merger, tender
offer, solicitation or otherwise, or part of a plan by management to adopt a
series of anti-takeover provisions. The Change in Control purchase feature is
similar to that contained in other debt offerings of USX as a result of
negotiations between USX and the underwriters thereof.
Except as described above, the Change in Control purchase feature does not
afford holders of the Debt Securities protection against possible adverse
effects of a reorganization, restructuring, merger or similar transaction
involving USX.
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Although USX's existing indebtedness does not limit USX's ability to
purchase Debt Securities, USX's ability to purchase Debt Securities in the
future may be limited by the terms of any then existing borrowing arrangements
and by its financial resources.
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any Series is
defined in the Indenture as being: (i) default in the payment of the principal
of or premium, if any, on any of the Debt Securities of such Series when due and
payable; (ii) default in the payment of interest on the Debt Securities of such
Series when due, continuing for 30 days; (iii) default in the payment of the
Change in Control Purchase Price of any of the Debt Securities of such Series as
and when the same shall become due and payable; (iv) default in the deposit of
any sinking fund payment with respect to any Debt Security of such Series when
due; (v) failure by USX in the performance of any other covenant or agreement in
the Debt Securities of such Series or in the Indenture continued for a period of
90 days after notice of such failure as provided in the Indenture; (vi) certain
events of bankruptcy, insolvency, or reorganization with respect to USX; or
(vii) any other Event of Default provided with respect to Debt Securities of
that Series. (Section 6.01)
USX is required annually to deliver to the Trustee officers' certificates
stating whether or not the signers have any knowledge of any default in the
performance by USX of certain covenants. (Section 4.06)
In case an Event of Default shall occur and be continuing with respect to
any Series, the Trustee or the holders of not less than 25% in principal amount
of the Debt Securities of such Series then outstanding may declare the Debt
Securities of such Series to be due and payable. (Section 6.01) The Trustee is
required to give holders of the Debt Securities of any Series written notice of
a default with respect to such Series as and to the extent provided by the Trust
Indenture Act. (Section 6.07)
If, however, at any time after the Debt Securities of such Series have been
declared due and payable, and before any judgment or decree for the moneys due
has been obtained or entered, USX shall pay or deposit with the Trustee amounts
sufficient to pay all matured installments of interest upon the Debt Securities
of such Series and the principal of all Debt Securities of such Series which
shall have become due, otherwise than by acceleration, together with interest on
such principal and, to the extent legally enforceable, on such overdue
installments of interest and all other amounts due under the Indenture shall
have been paid, and any and all defaults with respect to such Series under the
Indenture shall have been remedied, then the holders of a majority in aggregate
principal amount of the Debt Securities of such Series then outstanding, by
written notice to USX and the Trustee, may waive all defaults with respect to
such Series and rescind and annul the declaration that the Debt Securities of
such Series are due and payable. (Section 6.01) In addition, prior to any such
declaration that the Debt Securities of such Series are due and payable, the
holders of a majority in aggregate principal amount of the Debt Securities of
such Series may waive any past default and its consequences with respect to such
Series, except a default in the payment of the principal of or any premium or
interest on any Debt Securities of such Series. (Section 6.06)
The Trustee is under no obligation to exercise any of the rights or powers
under the Indenture at the request, order or direction of any of the holders of
Debt Securities, unless such holders shall have offered to the Trustee
reasonable security or indemnity. (Section 7.02) Subject to such provisions for
the indemnification of the Trustee and certain limitations contained in the
Indenture, the holders of a majority in aggregate principal amount of the Debt
Securities of each Series at the time outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of such Series. (Section 6.06)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting USX and the Trustee to modify
the Indenture or enter into or modify any supplemental indenture without the
consent of the holders of the Debt Securities in regard to matters as shall not
adversely affect the interests of the holders of the Debt Securities, including,
without limitation, the following: (a) to evidence the succession of another
corporation to USX; (b) to add to the covenants of USX further covenants,
restrictions, conditions or provisions for the benefit or protection of the
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holders of any or all Series of Debt Securities or to surrender any right or
power conferred upon USX by the Indenture; (c) to cure any ambiguity or to
correct or supplement any provision of the Indenture (or supplements) which may
be defective or inconsistent with any other provision in the Indenture (or
supplements); to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee; or to make such other provisions in regard to matters or
questions arising under the Indenture as shall not adversely affect the
interests of the holders of the Debt Securities then outstanding; (d) to add to,
change or eliminate any of the provisions of the Indenture in respect of one or
more Series of Debt Securities thereunder, under certain conditions specified
therein; (e) to evidence the appointment of a successor trustee and to add to or
change provisions of the Indenture necessary to provide for or facilitate the
administration of the trusts under the Indenture by more than one trustee; (f)
to set forth the form and any terms of any Series of Debt Securities which USX
and the Trustee deem necessary or desirable to include in a supplemental
indenture; and (g) to add to or change any of the provisions of the Indenture to
such extent as shall be necessary or desirable to permit or facilitate the
issuance of Debt Securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons. USX and the Trustee may
otherwise modify the Indenture or any supplemental indenture with the consent of
the holders of not less than 66 2/3% in aggregate principal amount of each
Series of Debt Securities affected thereby at the time outstanding, except that
no such modifications shall (i) extend the fixed maturity of any Debt
Securities, or reduce the principal amount thereof or reduce the rate or extend
the time of payment of any premium or interest thereon, or change the currency
in which the Debt Securities are payable, without the consent of the holder of
each Debt Security so affected, or (ii) reduce the aforesaid percentage of Debt
Securities of any Series, the consent of the holders of which is required for
any such modifications or supplemental indenture, without the consent of the
holders of all Debt Securities affected thereby then outstanding. (Article Ten)
SATISFACTION AND DISCHARGE; DEFEASANCE AND COVENANT DEFEASANCE
The Indenture shall be satisfied and discharged if (i) USX shall deliver to
the Trustee all Debt Securities then outstanding for cancellation or (ii) all
Debt Securities shall have become due and payable or are to become due and
payable within one year and USX shall deposit an amount sufficient to pay the
principal, premium, if any, and interest to the date of maturity, provided that
in either case USX shall have paid all other sums payable under the Indenture.
(Section 12.01)
The Indenture provides, if such provision is made applicable to the Debt
Securities of a Series, that USX may elect either (A) to defease and be
discharged from any and all obligations with respect to any Debt Security of
such Series (except for the obligations to register the transfer or exchange of
such Debt Security, to replace temporary or mutilated, destroyed, lost or stolen
Debt Securities, to maintain an office or agency in respect of the Debt
Securities and to hold moneys for payment in trust) ("defeasance") or (B) to be
released from its obligations with respect to such Debt Security under Sections
4.03, 4.04, 4.07, 4.09, 11.01 and 11.03 of the Indenture (being the restrictions
described above under "Certain Covenants of USX" and USX's obligations described
under "Purchase of Debt Securities upon a Change in Control") and (ii) that
Sections 6.01(d), 6.01(e) (as to Sections 4.03, 4.04, 4.07, 4.09, 11.01 and
11.03) and 6.01(h), as described in clauses (iv), (v) and (vii) under "Events of
Default" above, shall not be deemed to be Events of Default under the Indenture
with respect to such Series ("covenant defeasance"), upon the deposit with the
Trustee (or other qualifying trustee), in trust for such purpose, of money
and/or Government Obligations (as defined) which through the payment of
principal and interest in accordance with their terms will provide money, in an
amount sufficient to pay the principal of (and premium, if any) and interest on
such Debt Security, on the scheduled due dates therefor. In the case of
defeasance, the holders of such Debt Securities are entitled to receive payments
in respect of such Debt Securities solely from such Trust. Such a trust may only
be established if, among other things, USX has delivered to the Trustee an
Opinion of Counsel (as specified in the Indenture) to the effect that the
holders of the Debt Securities affected thereby will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance or covenant defeasance had not occurred. Such Opinion of
Counsel, in the case of defeasance under clause (A) above, must refer to and be
based upon a ruling of the Internal Revenue Service or a change in applicable
Federal income tax law occurring after the date of the Indenture. (Section
12.02)
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RECORD DATES
The Indenture provides that in certain circumstances USX or the Trustee may
establish a record date for determining the holders of outstanding Debt
Securities of a Series entitled to join in the giving of notice or the taking of
other action under the Indenture by the holders of the Debt Securities of such
Series.
BOOK-ENTRY SECURITIES
The following description of Book-Entry Securities will apply to any Series
of Debt Securities issued in whole or in part in the form of a Global Security
or Securities except as otherwise provided in the Prospectus Supplement relating
thereto.
Upon issuance, all Book-Entry Securities of like tenor and having the same
date of original issue will be represented by a single Global Security. Each
Global Security representing Book-Entry Securities will be deposited with, or on
behalf of, the Depositary, which will be a clearing agent registered under the
Exchange Act. The Global Security will be registered in the name of the
Depositary or a nominee of the Depositary.
Ownership of beneficial interest in a Global Security representing
Book-Entry Securities will be limited to institutions that have accounts with
the Depositary or its nominee ("participants") or persons that may hold
interests through participants. In addition, ownership of beneficial interests
by participants in such a Global Security will only be evidenced by, and the
transfer of that ownership interest will only be effected through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interest in such a Global Security by persons that hold through
participants will only be evidenced by, and the transfer of that ownership
interest within such participant will only be effected through, records
maintained by such participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such laws may impair this ability to transfer beneficial
interests in such a Global Security.
Payment of principal of and any premium and interest on Book-Entry
Securities represented by any Global Security registered in the name of or held
by the Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as the registered owners and holder of the Global Security
representing such Book-Entry Securities. None of USX, the Trustee or any agent
of USX or the Trustee will have any responsibility or liability for any aspect
of the Depositary's records or any participant's records relating to or payments
made on account of beneficial ownership interests in a Global Security
representing such Book-Entry Securities or for maintaining, supervising or
reviewing any of the Depositary's records or any participant's records relating
to such beneficial ownership interests. Payments by participants to owners of
beneficial interests in a Global Security held through such participants will be
governed by the Depositary's procedures, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the sole
responsibility of such participants.
No Global Security may be transferred except as a whole by the Depositary
for such Global Security to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary.
A Global Security representing Book-Entry Securities of any Series is
exchangeable for definitive Debt Securities of such Series in registered form,
of like tenor and of an equal aggregate principal amount, only if (a) the
Depositary notifies USX that it is unwilling or unable to continue as Depositary
for such Global Security or the Depositary ceases to be a clearing agency
registered under the Exchange Act, (b) USX in its sole discretion determines
that such Global Security shall be exchangeable for definitive Debt Securities
in registered form, or (c) there shall have occurred and be continuing an Event
of Default with respect to the Debt Securities of that Series. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable in whole for definitive Debt Securities in registered form, of like
tenor and of an equal aggregate principal amount, and in the authorized
denominations for that Series. Such definitive Debt Securities shall be
registered in the name or names of such person or persons as the Depositary
shall instruct the Trustee. It is expected that such instructions may be based
upon directions received by the Depositary from its participants with respect to
ownership of beneficial interests in such Global Security.
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Except as provided above, owners of beneficial interests in such Global
Security will not be entitled to receive physical delivery of Debt Securities in
definitive form and will not be considered the holders thereof for any purpose
under the Indenture, and no Global Security representing Book-Entry Securities
shall be exchangeable, except for another Global Security of like denomination
and tenor to be registered in the name of the Depositary or its nominee.
Accordingly, each person owning a beneficial interest in such Global Security
must rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture. USX
understands that under existing industry practices, in the event that USX
requests any action of holders or an owner of a beneficial interest in such
Global Security desires to give or take any action that a holder is entitled to
give or take under the Indenture, the Depositary would authorize the
participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners owning through
such participant to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
CONCERNING THE TRUSTEE
PNC Bank, National Association is also trustee for Marathon Oil Company's
9 3/4% Guaranteed Notes due 1999 and its 7% Monthly Interest Guaranteed Notes
Due 2002, both of which are guaranteed by USX, for eighteen series of
obligations issued by various governmental authorities relating to environmental
projects at various USX facilities, for an aggregate principal amount of
$1.5 billion of debt securities issued by USX under an Indenture between USX
and the Trustee dated July 1, 1991 and for $1.05 billion of Debt Securities
which have heretofore been issued by USX under the Indenture. USX and its
subsidiaries maintain ordinary banking relationships, including loans and
deposit accounts, with PNC Bank, National Association and anticipate that they
will continue to do so.
DESCRIPTION OF CAPITAL STOCK
The following is a description of the terms of the capital stock of USX
included in the Certificate of Incorporation. This description does not purport
to be complete and is qualified in its entirety by reference to the Certificate
of Incorporation, and the Amended and Restated Rights Agreement (the "Restated
Rights Agreement") between USX and Mellon Bank, N.A., as Rights Agent (the
"Rights Agent"), which have been filed as exhibits to the Registration Statement
of which this Prospectus is a part.
GENERAL
The authorized capital stock of USX consists of (i) 40 million shares of
preferred stock, without par value (the "Preferred Stock"), of which four
million shares are designated as Adjustable Rate Cumulative Preferred Stock
("Adjustable Rate Preferred Stock"), 6,900,000 are designated as 6.50%
Cumulative Convertible Preferred Stock ("6.50% Convertible Preferred Stock") and
eight million shares are designated as Series A Junior Preferred Stock, (ii) 550
million shares of a class of common stock designated as USX-Marathon Group
Common Stock, par value $1.00 per share, (iii) 200 million shares of a class of
common stock designated as USX-U.S. Steel Group Common Stock, par value $1.00
per share and (iv) 50 million shares of a class of common stock designated as
USX-Delhi Group Common Stock, par value $1.00 per share. As of July 31, 1994,
there were 2,099,970 shares of Adjustable Rate Preferred Stock, 6,900,000 shares
of 6.50% Convertible Preferred Stock, 286,566,838 shares of Marathon Stock,
75,623,645 shares of Steel Stock and 9,437,891 shares of Delhi Stock issued and
outstanding. No shares of Series A Junior Preferred Stock are outstanding. The
Marathon Stock, the Steel Stock and the Delhi Stock are together referred to as
"Common Stock."
As used herein:
"Delhi Group" shall mean, (i) all of the businesses in which any of
Delhi Gas Pipeline Corporation ("DGPC"), The Nueces Company, Delhi Gasmark,
Inc. (previously Texas Gasmark, Inc.), Tonkawa Gas Processing Company,
Delhi Gas Marketing Corp. (previously TXO Gas Marketing Corp.), Delhi Gas
Ventures Corp. (previously TXO Gas Ventures Corp.), Red River Gas Pipeline
Corporation, Ozark
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Gas Pipeline Corporation, Sweetwater Pipeline Corporation, Western Gas
Transmission, Inc., and Western Gas Corporation (or any of their
predecessors or successors) is or has been engaged, directly or indirectly,
(ii) all assets and liabilities of USX to the extent attributed to any of
such businesses, whether or not such assets or liabilities are or were
assets and liabilities of such companies and (iii) such businesses, assets
and liabilities acquired by USX for the Delhi Group as determined by the
Board to be included in the Delhi Group; provided that, from and after any
dividend or distribution with respect to any shares of Delhi Stock, or any
repurchase of shares of Delhi Stock from holders of Delhi Stock generally,
the Delhi Group shall no longer include an amount of assets or properties
of the Delhi Group equal to the aggregate amount of such kind of properties
or assets so paid in respect of shares of Delhi Stock multiplied by a
fraction, the numerator of which is equal to one less the Delhi Fraction
and the denominator of which is equal to the Delhi Fraction. If all of the
outstanding shares of Steel Stock are exchanged for shares of Delhi Stock
as set forth under "Steel Stock Exchange and Redemption" below, all of the
businesses, assets and liabilities of the U.S. Steel Group shall be
included in the Delhi Group.
"Delhi Fraction" means, on any date, a fraction the numerator of which
shall be the number of shares of Delhi Stock outstanding on such date and
the denominator of which shall be initially 14,000,000 shares; provided
that such fraction shall not be greater than one. The denominator of the
Delhi Fraction shall be adjusted to reflect subdivisions, combinations and
other reclassifications of Delhi Stock, stock dividends payable in shares
of Delhi Stock to holders thereof, the issuance of shares of Delhi Stock
the proceeds of which are attributed to the Delhi Group and repurchases by
USX of shares of Delhi Stock.
"Disposition" shall mean the sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of
assets or stock or otherwise) of properties or assets.
"Marathon Group" means, at any time, (w) all businesses in which any
of Marathon Oil Company, Texas Oil & Gas Corp., Carnegie Natural Gas
Company and Apollo Gas Company (or any of their predecessors or successors)
is or has been engaged, directly or indirectly, other than the businesses
of the Delhi Group after October 2, 1992 (the date of first issuance of
Delhi Stock), (x) all assets and liabilities of USX to the extent
attributed to any of such businesses, whether or not such assets or
liabilities are or were assets or liabilities of such companies, (y) a
proportionate interest in the business, assets and liabilities of the Delhi
Group equal to one less the Delhi Fraction and (z) such businesses, assets
and liabilities acquired by USX for the Marathon Group after May 6, 1991,
as determined by the Board to be included in the Marathon Group; provided
that after any dividend or distribution with respect to any shares of Delhi
Stock, or any repurchase of shares of Delhi Stock from holders of Delhi
Stock generally, the Marathon Group shall include an amount of assets or
properties of the Delhi Group equal to the aggregate amount of such kind of
assets or properties so paid in respect of shares of Delhi Stock multiplied
by a fraction, the numerator of which is equal to one less the Delhi
Fraction and the denominator of which is equal to the Delhi Fraction.
"Market Value" of any class of Common Stock of USX on any Business Day
means the average of the high and low reported sales prices regular way of
a share of such class on such Business Day or, in case no such reported
sale takes place on such Business Day, the average of the reported closing
bid and asked prices regular way of a share on such class on such Business
Day, in either case on the Composite Tape, or if the shares of such class
are not listed or admitted to trading on the NYSE on such Business Day, on
specified alternative markets, or, if not listed or admitted to trading on
such markets, the market value as determined by the Board, subject to
adjustments necessary to reflect any dividends (other than regular cash
dividends) or distributions on, or subdivisions or combinations of,
outstanding shares of such class. "Business Day" means each weekday other
than any day on which any relevant class of Common Stock is not traded on
any national securities exchange or the National Association of Securities
Dealers Automated Quotations National Market System or in the
over-the-counter market.
"Net Proceeds," as of any date, from any Disposition of any of the
properties and assets of the U.S. Steel Group or the Delhi Group, as the
case may be, shall mean an amount, if any, equal to the gross proceeds of
such Disposition after payment of, or reasonable provision for (i) any
taxes payable by USX
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in respect of such Disposition, (ii) any taxes payable by USX in respect of
any dividend or redemption pursuant to a dividend or redemption paid to
holders of Steel Stock or Delhi Stock, as the case may be, in connection
with such Disposition, (iii) any transaction costs, including, without
limitation, any legal, investment banking and accounting fees and expenses
and (iv) any liabilities (contingent or otherwise) of, or allocated to, the
U.S. Steel Group or the Delhi Group, as the case may be, including, without
limitation any indemnity obligations incurred in connection with the
Disposition. For purposes of this definition, any properties and assets of
the U.S. Steel Group or the Delhi Group, as the case may be, remaining
after such Disposition shall constitute "reasonable provision" for such
amount of taxes, costs and liabilities (contingent or otherwise) as can be
supported by such properties and assets. To the extent the proceeds of any
Disposition include any securities or other property other than cash, the
Board of Directors shall determine the value of such securities or
property.
"U.S. Steel Group" means, at any time, all of the businesses in which
USX is or has been engaged, directly or indirectly, and all assets and
liabilities of USX, other than any businesses, assets or liabilities of the
Marathon Group or the Delhi Group if any shares of Marathon Stock or Delhi
Stock are outstanding.
PREFERRED STOCK
The authorized Preferred Stock may be issued without the approval of the
holders of Common Stock in one or more series, from time to time, with each such
series to have such designation, powers, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated in a resolution providing for the
issue of any such series adopted by the Board and as described in the
appropriate Prospectus Supplement (if any). The future issuance of Preferred
Stock may have the effect of delaying, deferring or preventing a change in
control of USX.
Holders of the Adjustable Rate Preferred Stock are entitled to receive
cumulative dividends, to be declared and paid before declaration and payment of
dividends on USX's common stock, at an adjustable rate within a range of 7 1/2%
to 15 3/4% per annum. The Adjustable Rate Preferred Stock can be redeemed by USX
at its sole option at any time or from time to time, in whole or in part, at a
redemption price of $50 per share, plus accrued and unpaid dividends thereon.
See "Amended and Restated Rights Plan" below.
Holders of the 6.50% Convertible Preferred Stock are entitled to receive
cumulative dividends, to be declared and paid before declaration and payment of
dividend on USX's common stock, at the rate of 6.50% per annum. The 6.50%
Convertible Preferred Stock is not redeemable prior to April 1, 1996, except as
described below. On and after such date, the 6.50% Convertible Preferred Stock
is redeemable at the option of USX under certain circumstances, in whole or in
part, for cash, initially at a price of $52.275 per share, and thereafter at
prices declining annually on each April 1 to an amount equal to $50.00 per share
on and after April 1, 2003, plus, in each case, an amount equal to accrued and
unpaid dividends to the redemption date. If USX exchanges all of the outstanding
Steel Stock for shares of a wholly owned subsidiary of USX to which all of the
assets and liabilities of the U.S. Steel Group have been transferred, pays a
dividend on or redeems shares of Steel Stock with the Net Proceeds from the
Disposition of all or substantially all of the assets of the U.S. Steel Group,
pays a dividend on, or USX or any of its subsidiaries consummates a tender or
exchange offer for, Steel Stock, and the aggregate amount of such dividend or
the consideration paid in such tender or exchange offer is an amount equal to
all or substantially all of the assets, the 6.50% Convertible Preferred Stock is
required to be redeemed, in whole, for $50.00 per share, plus dividends accrued
and unpaid to the redemption date. The 6.50% Convertible Preferred Stock is
required to be redeemed under certain other limited circumstances. The 6.50%
Convertible Preferred Stock will not be entitled to the benefit of any sinking
fund.
Shares of the 6.50% Convertible Preferred Stock are convertible at any time
at the option of the holder, unless previously redeemed, into shares of Steel
Stock, at a conversion price of $46.125 per share of Steel Stock (equivalent to
a conversion rate of 1.084 shares of Steel Stock for each share of 6.50%
Convertible Preferred Stock), subject to adjustment in certain circumstances.
The holders of the Adjustable Rate Preferred Stock and the 6.50%
Convertible Preferred Stock have no vote except certain class votes in limited
circumstances. Upon the dissolution, liquidation or winding-up of
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USX, the holders of the Adjustable Rate Preferred Stock and the 6.50%
Convertible Preferred Stock are entitled to receive out of the assets of USX
available for distribution to stockholders, before any payment or distribution
shall be made on USX's Common Stock or any other class of stock ranking junior
to such series upon liquidation, the amount of $50 per share plus all accrued
and unpaid dividends thereon.
MARATHON STOCK
DIVIDENDS--DIVIDENDS ON THE MARATHON STOCK ARE INTENDED TO BE PAID BASED ON
THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE MARATHON GROUP.
Subject to any prior rights of the holders of the Preferred Stock,
dividends may be paid on the Marathon Stock as determined by the Board out of
funds of USX legally available therefor.
The Board may, in its sole discretion, declare and pay dividends
exclusively on the Marathon Stock, exclusively on the Steel Stock, exclusively
on the Delhi Stock or on such classes in equal or unequal amounts,
notwithstanding the respective amount of funds available for dividends on each
class, the respective voting and liquidation rights of each class, the amount or
prior dividends declared on each class or any other factor.
EXCHANGE AND REDEMPTION--MARATHON STOCK MAY BE EXCHANGED FOR SHARES OF A
SUBSIDIARY OF USX TO WHICH USX WOULD HAVE TRANSFERRED ALL OF THE ASSETS AND
LIABILITIES OF THE MARATHON GROUP.
At any time after the transfer of all the assets and liabilities of the
Marathon Group to a wholly-owned subsidiary of USX (the "Marathon Group
Subsidiary"), the Board may, in its sole discretion and by a majority vote of
the directors then in office, provided that there are funds of USX legally
available therefor, exchange all of the outstanding shares of Marathon Stock for
all of the outstanding shares of the common stock of the Marathon Group
Subsidiary (the "Marathon Group Subsidiary Stock"), on a pro rata basis.
General Redemption Provisions: In the event of any exchange or redemption
of a class of Common Stock, USX shall cause to be given to each holder of such
Common Stock a notice stating (A) that shares of such Common Stock shall be
exchanged or redeemed, as the case may be, (B) the date of the exchange or
redemption, (C) in the event of a partial redemption, the number of shares of
Steel Stock or Delhi Stock, as the case may be, to be redeemed, (D) the kind and
amount of shares of capital stock or cash and/or securities or other property to
be received by such holder with respect to each share of such class of Common
Stock held by such holder, including details as to the calculation thereof, (E)
the place or places where certificates for shares of such class of Common Stock,
properly endorsed or assigned for transfer (unless USX waives such requirement),
are to be surrendered for delivery of certificates for shares of such capital
stock or cash and/or securities or other property and (F) that, except as
provided in the second following paragraph, dividends on such shares of Common
Stock will cease to be paid as of such exchange date or redemption date. Such
notice shall be sent by first-class mail, postage prepaid, not less than 30 nor
more than 60 days prior to the exchange date or redemption date, as the case may
be, and in any case to each holder of such class of Common Stock to be exchanged
or redeemed, at such holder's address as the same appears on the stock transfer
books of USX. Neither the failure to mail such notice to any particular holder
of such class of Common Stock nor any defect therein shall affect the
sufficiency thereof with respect to any other holder of such class of Common
Stock.
If less than all of the outstanding shares of Steel Stock or Delhi Stock,
as the case may be, are to be redeemed, such shares shall be redeemed by USX pro
rata among the holders of such class of Common Stock or by such other method as
may be determined by the Board to be equitable.
No adjustments in respect of dividends shall be made upon the exchange or
redemption of any shares of any class of Common Stock; provided, however, that
if such shares are exchanged or redeemed by USX after the record date for
determining holders of such class of Common Stock entitled to any dividend or
distribution thereon, such dividend or distribution shall be payable to the
holders of such shares at the close of business on such record date
notwithstanding such exchange or redemption.
Before any holder of shares of any class of Common Stock shall be entitled
to receive certificates representing shares of any kind of capital stock or cash
and/or securities or other property to be received by such holder with respect
to any exchange or redemption of such class of Common Stock, such holder shall
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surrender at such office as USX shall specify certificates for such shares of
such class of Common Stock, properly endorsed or assigned for transfer (unless
USX shall waive such requirement). As soon as practicable after surrender of
certificates for shares of such class of Common Stock, USX will deliver to the
holder of such shares so surrendered the certificates representing the number of
whole shares of the kind of capital stock or cash and/or securities or other
property to which such holder is entitled, together with any fractional payment
referred to below. If less than all of the shares of such class of Common Stock
represented by any one certificate are to be redeemed, USX will issue and
deliver a new certificate for the shares of such class of Common Stock not
redeemed.
USX shall not be required to issue or deliver fractional shares of any
class of capital stock or any fractional securities to any holder of any class
of Common Stock upon any exchange, redemption, dividend or other distribution.
If more than one share of such class of Common Stock shall be held at the same
time by the same holder, USX may aggregate the number of shares of any class of
capital stock that shall be issuable or the amount of securities that shall be
deliverable to such holder upon any exchange, redemption, dividend or other
distribution (including any fractions of shares or securities). If the number of
shares of any class of capital stock or the amount of securities remaining to be
issued or delivered to any holder of any class of Common Stock is a fraction,
USX shall, if such fraction is not issued or delivered to such holder, pay a
cash adjustment in respect of such fraction in an amount equal to the fair
market value of such fraction on the fifth Business Day prior to the date such
payment is to be made. For purposes of the preceding sentence, "fair market
value" of any fraction shall be (i) in the case of any fraction of a share of
capital stock of USX, the product of such fraction and the Market Value of one
share of such capital stock and (ii) in the case of any other fractional
security, such value as is determined by the Board.
VOTING--SHARES OF MARATHON STOCK SHALL HAVE ONE VOTE PER SHARE. SHARES OF
STEEL STOCK AND DELHI STOCK WILL, WHEN VOTING TOGETHER WITH ALL OTHER CLASSES OF
COMMON STOCK, HAVE A NUMBER OF VOTES PER SHARE BASED UPON THE TIME WEIGHTED
AVERAGE RATIOS OF THE MARKET VALUE OF A SHARE OF STEEL STOCK OR DELHI STOCK, AS
THE CASE MAY BE, TO THE MARKET VALUE OF A SHARE OF MARATHON STOCK.
Except as set forth below and under "Steel Stock--Voting" and "Delhi
Stock--Voting" below, holders of all classes of Common Stock vote together as a
single class on all matters as to which all holders of Common Stock are entitled
to vote. On all matters to be voted on by the holders of all classes of Common
Stock together as a single class, (i) each share of outstanding Marathon Stock
has one vote and (ii) each share of Delhi Stock and Steel Stock has a number of
votes equal to the quotient (calculated to the nearest three decimal places), as
of the fifth Business Day prior to the applicable record date, of (A) the sum of
(1) four times the average ratio of X/Y for the five-Business Day period ending
on such fifth Business Day, (2) three times the average ratio of X/Y for the
next preceding five-Business Day period, (3) two times the average ratio of X/Y
for the next preceding five-Business Day period and (4) the average ratio of X/Y
for the next preceding five-Business Day period, divided by (B) ten, where X is
the Market Value of the Delhi Stock or the Steel Stock, as the case may be, and
Y is the Market Value of the Marathon Stock, or if there are no shares of
Marathon Stock outstanding on such record date or on any of the 25 Business Days
prior thereto, the sum of the Market Values of the Steel Stock and of the Delhi
Stock. If shares of only one class of Common Stock are outstanding, each share
of that class shall have one vote.
Assuming that the time weighted averages of the Market Values of Marathon
Stock, Steel Stock and Delhi Stock were $18, $40 and $13, respectively the per
share voting rights of Marathon Stock, Steel Stock and Delhi Stock would be one
vote, 2.222 votes and .722 vote per share, respectively. If the Marathon Stock,
the Steel Stock and the Delhi Stock had such per share voting rights as of July
31, 1994, the holders of Marathon Stock, Steel Stock and Delhi Stock would have
approximately 62%, 36% and 2% respectively, of the total voting power of USX.
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In addition, the approval of the holders of at least 66 2/3% of the
outstanding Marathon Stock, voting as a separate class, shall be necessary for:
(i) the declaration or payment of any dividend, or the making of any
other payment or distribution on or with respect to, any shares of any
other class of Common Stock, if such dividend, payment or distribution is
to be made with (A) proceeds from the sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of
assets or stock or otherwise) (a "Disposition") of any of the properties
and assets of the Marathon Group or (B) any portion of an equity interest
in a person, entity or group that owns any of the properties and assets of
the Marathon Group; or
(ii) the use, or reservation for use, of any proceeds from the
Disposition of any of the properties and assets of the Marathon Group, or
any of the properties and assets acquired with such proceeds, in any
business of the Corporation other than the Marathon Group.
Notwithstanding the foregoing, however, such vote shall not be required if such
proceeds are loaned at a rate or rates representative of actual borrowings and
short-term investments by USX.
The vote or consent of the holders of a majority of all of the outstanding
shares of any class of Common Stock, voting as a separate class, is currently
required under Delaware law for any amendment to the Certificate of
Incorporation that would increase or decrease the par value of the shares of
such class or alter or change the powers or special rights of the shares of such
class so as to affect them adversely. The Certificate of Incorporation provides
that neither the increase nor decrease of the authorized number of shares of any
class of Common Stock shall require a separate vote of any class. Thus, it is
possible that the holders of a majority of one or more classes of Common Stock
could constitute a majority of the voting power of all classes and approve the
increase or decrease of the authorized amount of any other class of Common Stock
without the approval of the holders of such other class of Common Stock.
The Certificate of Incorporation also provides that unless the vote or
consent of a greater number of shares shall then be required by law, the
approval of the holders of a majority of the outstanding shares of any class of
Common Stock, voting as a separate class, shall be necessary for authorizing,
effecting or validating the merger or consolidation of USX into or with any
other corporation if such merger or consolidation would adversely affect the
powers or special rights of such class of Common Stock, either directly or
indirectly.
LIQUIDATION--IN THE EVENT OF THE LIQUIDATION OF USX, HOLDERS OF EACH CLASS
OF COMMON STOCK WILL BE ENTITLED TO RECEIVE A PORTION OF THE FUNDS DISTRIBUTABLE
TO HOLDERS OF ALL CLASSES OF COMMON STOCK BASED UPON THE TIME-WEIGHTED AVERAGE
AGGREGATE MARKET CAPITALIZATION OF EACH SUCH CLASS OF COMMON STOCK TO THE
AGGREGATE MARKET CAPITALIZATION OF ALL CLASSES OF COMMON STOCK.
The Certificate of Incorporation provides that, in the event of a
dissolution, liquidation or winding-up of USX, whether voluntary or involuntary,
after payment of creditors and after the holders of Preferred Stock receive the
full preferential amounts to which they are entitled, the holders of outstanding
shares of each class of Common Stock will share the funds remaining for
distribution to the holders of Common Stock. The holders of the outstanding
Common Stock will each be entitled to receive a fraction of such funds equal to
the quotient of (i) the sum of (A) four times the average ratio of X/Y for the
five-Business Day period ending on the Business Day prior to the date of the
public announcement of (1) a voluntary dissolution, liquidation or winding-up by
USX or (2) the institution of any proceeding for the involuntary dissolution,
liquidation or winding-up of USX, (B) three times the average ratio of X/Y for
the next preceding five-Business Day period, (C) two times the average ratio of
X/Y for the next preceding five-Business Day period and (D) the average ratio of
X/Y for the next preceding five-Business Day period, divided by (ii) ten, where
X is the market capitalization of such class of Common Stock and Y is the
aggregate market capitalization of all classes of Common Stock. For purposes of
the preceding sentence, "Market Capitalization" of any class of Common Stock on
any day shall mean the product of (i) the Market Value of such class of Common
Stock on such day and (ii) the number of shares of such class of Common Stock
outstanding on such day.
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STEEL STOCK
DIVIDENDS--DIVIDENDS ON THE STEEL STOCK ARE INTENDED TO BE PAID BASED UPON
THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE U.S. STEEL GROUP.
Subject to any prior rights of the holders of the Preferred Stock,
dividends on the Steel Stock may be declared and paid only out of the lesser of
(i) funds of USX legally available therefor and (ii) the Available Steel
Dividend Amount.
The "Available Steel Dividend Amount," on any date, means either:
(a) the greater of:
(i) an amount equal to (x) $2.244 billion, increased or decreased,
as appropriate, to reflect: (A) Steel Net Income from the close of
business on December 31, 1990, (B) any dividends or other distributions
declared or paid with respect to, or repurchases or issuances of, any
shares of common stock of USX after December 31, 1990 and prior to the
close of business on May 6, 1991 attributed to the U.S. Steel Group, (C)
any dividends or other distributions declared or paid with respect to,
or repurchases or issuances of, any shares of Steel Stock or any shares
of Preferred Stock attributed to the U.S. Steel Group and (D) any other
adjustments to stockholders' equity of the U.S. Steel Group made in
accordance with generally accepted accounting principles, less (y) the
sum of the aggregate par value of all outstanding Steel Stock and the
aggregate stated capital of all outstanding Preferred Stock attributed
to the U.S. Steel Group; and
(ii) the excess of the fair market value of the net assets of the
U.S. Steel Group over the sum of the aggregate par value of all
outstanding Steel Stock and the aggregate stated capital of all
outstanding Preferred Stock attributed to the U.S. Steel Group,
in the case of each of clauses (i) and (ii) increased by an amount equal
to any effects of the recognition of the transition obligation upon the
adoption of SFAS No. 106 (including any amendments thereto) and any
cumulative effects of the adoption of SFAS No. 109 (including any
amendments thereto) in the year of adoption; or
(b) in case there shall be no such amount, an amount equal to Steel
Net Income (if positive) for the fiscal year in which the dividend is
declared and/or the preceding fiscal year.
The amount of $2.244 billion in clause (a)(i) above represents the amount
of total stockholders' equity of USX as of December 31, 1990 assigned to the
U.S. Steel Group by the Board after giving consideration to the historical debt
and equity structure of USX.
The Available Steel Dividend Amount as of June 30, 1994 was at least $2.024
billion, as calculated under the preceding clause (a)(i).
Although net income and stockholders' equity of the U.S. Steel Group was
reduced when USX adopted the accounting changes required by SFAS No. 106 and
SFAS No. 109, such changes did not affect cash flows of the U.S. Steel Group. As
a result, in order to preclude dividends on the Steel Stock from being limited
by such noncash accounting changes, the amounts in each of clause (a)(i) and
clause (a)(ii) of the definition of "Available Steel Dividend Amount" were
adjusted to eliminate the effects of such changes, as set forth above.
Clause (b) in the definition of "Available Steel Dividend Amount" will
permit the payment of dividends on the Steel Stock in any fiscal year to the
extent there is positive Steel Net Income in such fiscal year or in the
preceding fiscal year or to the extent of the sum of positive Steel Net Income,
if any, in both such years. Any loss in either such year would not reduce
positive Steel Net Income, if any, in the other year for purposes of determining
the applicable limitation on dividends. Such provision is comparable to Section
170 of the Delaware General Corporation Law, which allows the payment of
dividends on common stock of any Delaware corporation in any fiscal year to the
extent of consolidated net income of the corporation for such fiscal year and/or
the preceding fiscal year.
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<PAGE> 24
As used herein, "Steel Net Income" means the net income or loss of the U.S.
Steel Group determined in accordance with generally accepted accounting
principles, including income and expenses of USX attributed to the U.S. Steel
Group, on a substantially consistent basis, including, without limitation,
corporate administrative costs, net interest and other financial costs and
income taxes. For information concerning the policies governing the attribution
of corporate activities to the U.S. Steel Group which are being followed by USX
in determining Steel Net Income, see "Management and Accounting Policies."
The Board may, in its sole discretion, declare and pay dividends
exclusively on the Marathon Stock, exclusively on the Steel Stock, exclusively
on the Delhi Stock or on such classes in equal or unequal amounts,
notwithstanding the respective amount of funds available for dividends on each
class, the respective voting and liquidation rights of each class, the amount or
prior dividends declared on each class or any other factor.
EXCHANGE AND REDEMPTION--IN THE EVENT OF A DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE U.S. STEEL GROUP, USX IS REQUIRED TO (1)
PAY A DIVIDEND, (2) REDEEM STEEL STOCK OR (3) EXCHANGE STEEL STOCK FOR MARATHON
STOCK OR, IF THERE ARE NO SHARES OF MARATHON STOCK OUTSTANDING, DELHI STOCK,
SUBJECT TO CERTAIN LIMITATIONS.
If USX transfers all the assets and liabilities of the U.S. Steel Group to
a wholly owned subsidiary of USX (the "U.S. Steel Group Subsidiary"), Steel
Stock may be exchanged, at the sole discretion of the Board, by a majority vote
of the directors then in office, provided that there are funds of USX legally
available therefor, for all of the outstanding stock of the U.S. Steel Group
Subsidiary, on a pro rata basis on the same terms and conditions as on the
Marathon Stock.
In addition, upon the Disposition, in one transaction or a series of
related transactions, of all or substantially all of the properties and assets
of the U.S. Steel Group (other than in connection with the Disposition by USX of
all of its properties and assets in one transaction) to any person, entity or
group (other than to the holders of all outstanding shares of Steel Stock on a
pro rata basis or to a person, entity or group in which USX, directly or
indirectly, owns a majority equity interest), USX shall, within 60 days
following the consummation of such Disposition, either (i) subject to the
limitations on dividends on Steel Stock set forth above, declare and pay a
dividend in cash and/or in securities or other property received as proceeds of
such Disposition to the holders of the Steel Stock in an amount equal to the Net
Proceeds of such Disposition, (ii) to the extent that there are funds of USX
legally available therefor, redeem the number of whole shares of Steel Stock
having an aggregate average Market Value during the ten-Business Day period
following consummation of such Disposition, closest to the value of the Net
Proceeds of such Disposition, for cash and/or securities or other property
received as proceeds of such Disposition in an amount equal to the Net Proceeds
or (iii) exchange each outstanding share of Steel Stock for a number of shares
of Marathon Stock or, if there are no shares of Marathon Stock outstanding and
shares of Delhi Stock are outstanding, of Delhi Stock, equal to 110% of the
average daily ratio (calculated to the nearest five decimal places) of the
Market Value of one share of Steel Stock to the Market Value of one share of
Marathon Stock or one share of Delhi Stock, as the case may be, during such
period.
If, immediately after any event, USX, directly or indirectly, owns less
than a majority equity interest in any person, entity or group in which USX,
directly or indirectly, owned a majority equity interest immediately prior to
the occurrence of such event, a Disposition of all of the properties and assets
of the U.S. Steel Group owned by such person, entity or group shall be deemed to
have occurred. In the case of a Disposition of properties or assets in a series
of related transactions, such Disposition shall not be deemed to have been
consummated until the consummation of the last of such transactions.
"Substantially all of the properties and assets of the U.S. Steel Group,"
as of any date, means a portion of such properties and assets that represents at
least 80% of either of the then-current market value of, or the aggregate
revenues for the immediately preceding twelve fiscal quarterly periods of USX
derived from, the properties and assets of the U.S. Steel Group as of such date
(excluding the assets and properties of any person, entity or group in which
USX, directly or indirectly, owns less than a majority equity interest).
After any such special dividend or redemption pursuant to clause (i) or
(ii) in the third preceding paragraph, the Board may, by a majority vote of the
directors then in office, exchange each outstanding share
23
<PAGE> 25
of Steel Stock for a number of shares of Marathon Stock or, if there are no
shares of Marathon Stock outstanding and shares of Delhi Stock are outstanding,
of Delhi Stock, equal to 110% of the Market Value Ratio as of the fifth Business
Day prior to the date notice of such exchange is mailed to the holders of Steel
Stock. For purposes of the preceding sentence, "Market Value Ratio", as of any
date, means the highest of the following (calculated to the nearest five decimal
places): (A) the average ratio of S/X for the five-Business Day period ending on
such date. (B) the quotient of (I) the sum of (w) four times the average ratio
of S/X for the five-Business Day period ending on such date, (x) three times the
average ratio of S/X for the next preceding five-Business Day period, (y) two
times the average ratio of S/X for the next preceding five-Business Day period
and (z) the average ratio of S/X for the next preceding five-Business Day
period, divided by (2) ten and (C) if the special dividend pursuant to clause
(i) of the third preceding paragraph was declared and paid or the redemption
pursuant to clause (ii) thereof was made prior to the commencement of the most
recently completed fiscal quarter of USX, the average ratio of S/X for such
fiscal quarter, where S is the Market Value of one share of the Steel Stock and
X is the Market Value of one share of the Marathon Stock or one share of Delhi
Stock, as the case may be. In determining whether to effect such an exchange,
the Board, in addition to other matters, would likely consider whether the
remaining properties and assets of the U.S. Steel Group constitute a viable
business. Other considerations could include the number of shares of Steel Stock
remaining outstanding following any such redemption, the per share market price
of the Steel Stock following the payment of such a dividend or such a redemption
and the cost of maintaining stockholder accounts.
An exchange or redemption of Steel Stock for Marathon Stock or Delhi Stock,
as the case may be, would be made on the same general terms and conditions as
described above under "Marathon Stock--Exchange and Redemption--General
Provisions."
VOTING--SHARES OF STEEL STOCK WILL, WHEN VOTING TOGETHER WITH ALL OTHER
CLASSES OF COMMON STOCK, HAVE A NUMBER OF VOTES PER SHARE BASED UPON
TIME-WEIGHTED AVERAGE RATIOS OF THE MARKET VALUE OF A SHARE OF STEEL STOCK TO
THE MARKET VALUE OF A SHARE OF MARATHON STOCK.
The holders of shares of the Steel Stock have the voting rights described
above under the caption "Marathon Stock--Voting."
In addition, as is the case with the use of the proceeds from the
Disposition of any properties or assets of the Marathon Group or the Delhi
Group, unless the vote or consent of a greater number of shares shall then be
required by law, the approval of the holders of at least 66 2/3% of the
outstanding Steel Stock, voting as a separate class. shall be necessary for:
(i) the declaration or payment of any dividend on, or the making of
any other payment or distribution on or with respect to, any shares of any
other class of common stock, if such dividend, payment or distribution is
to be made with (A) proceeds from the Disposition of any of the properties
and assets of the U.S. Steel Group or (B) any portion of an equity interest
in a person, entity or group that owns any of the properties and assets of
the U.S. Steel Group; or
(ii) the use, or reservation for use, of any proceeds from the
Disposition of any of the properties and assets of the U.S. Steel Group, or
any of the properties and assets acquired with such proceeds, in any
business of USX other than a business of the U.S. Steel Group.
Notwithstanding the foregoing, however, such vote shall not be required if
such proceeds are loaned at a rate or rates representative of actual
borrowings and short-term investments by USX.
LIQUIDATION--IN THE EVENT OF THE LIQUIDATION OF USX, HOLDERS OF STEEL STOCK
WILL BE ENTITLED TO RECEIVE A PORTION OF THE FUNDS DISTRIBUTABLE TO HOLDERS OF
COMMON STOCK BASED ON THE RELATIVE TIME-WEIGHTED AVERAGE AGGREGATE MARKET
CAPITALIZATION OF THE STEEL STOCK TO THE AGGREGATE MARKET CAPITALIZATION OF ALL
CLASSES OF COMMON STOCK.
In the event of a dissolution, liquidation or winding-up of USX, the
holders of shares of Steel Stock are entitled to receive funds in the amounts
described above under "Marathon Stock--Liquidation."
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<PAGE> 26
DELHI STOCK
DIVIDENDS--DIVIDENDS ON THE DELHI STOCK ARE INTENDED TO BE PAID BASED UPON
THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE DELHI GROUP.
Subject to any prior rights of the holders of the Preferred Stock,
dividends on the Delhi Stock may be declared and paid only out of the lesser of
(i) funds of USX legally available therefor and (ii) the Available Delhi
Dividend Amount.
The "Available Delhi Dividend Amount," on any date, means the product of
the Delhi Fraction and either:
(a) the greater of:
(i) an amount equal to (X) $172.9 million, increased or decreased,
as appropriate, to reflect, from June 30, 1992, (A) Delhi Net Income,
(B) any dividends or other distributions declared or paid with respect
to, or repurchases or issuances of, any shares of Marathon Stock prior
to the close of business on October 2, 1992 attributed to the Delhi
Group, (C) any dividends or other distributions declared or paid with
respect to, or repurchases or issuances of, any shares of Delhi Stock or
any shares of Preferred Stock attributed to the Delhi Group, (D) assets
or properties of the Delhi Group that are no longer included as part of
the Delhi Group as a result of any such dividend, distribution or
repurchase pursuant to the proviso to the definition of "Delhi Group"
set forth above and (E) any other adjustments to stockholders' equity of
the Delhi Group made in accordance with generally accepted accounting
principles less (Y) the sum of the aggregate stated capital of all
outstanding Preferred Stock attributed to the Delhi Group and the
quotient of the aggregate par value of all outstanding Delhi Stock
divided by the Delhi Fraction; and
(ii) the excess of the fair market value of the net assets of the
Delhi Group over the sum of the aggregate stated capital of all
outstanding Preferred Stock attributed to the Delhi Group, and the
quotient of the aggregate par value of all outstanding Delhi Stock
divided by the Delhi Fraction; or
(b) in case there shall be no such amount, an amount equal to Delhi
Net Income (if positive) for the fiscal year in which the dividend is
declared and/or the preceding fiscal year.
The amount of $172.9 million in clause (a)(i) above represents the amount
of the stockholders' equity of USX as of June 30, 1992 attributable to the Delhi
Group based upon a capital structure that reflects attribution to the Delhi
Group of a total amount of $128.0 million of debt, as determined by the Board
pursuant to the Certificate of Incorporation.
The Available Delhi Dividend Amount as of June 30, 1994 was at least $105.3
million, as calculated under the preceding clause (a)(i).
"Delhi Net Income" means the net income or loss of the Delhi Group
determined in accordance with generally accepted accounting principles,
including income and expenses of USX attributed to the Delhi Group on a
substantially consistent basis, including, without limitation, corporate
administrative costs, net interest and other financial costs and income taxes.
For information concerning the policies governing the attribution of corporate
activities to the Delhi Group which will be followed by USX in determining Delhi
Net Income, see "Management and Accounting Policies."
Clause (b) in the definition of "Available Delhi Dividend Amount" will
permit the payment of dividends on the Delhi Stock in any fiscal year to the
extent there is positive Delhi Net Income in such fiscal year or in the
preceding fiscal year or to the extent of the sum of positive Delhi Net Income,
if any, in both such years. Any loss in either such year would not reduce
positive Delhi Net Income, if any, in the other year for purposes of determining
the applicable limitation on dividends. Such provision is comparable to Section
170 of the Delaware General Corporation Law, which is applicable to the Delhi
Stock, and which allows the payment of dividends on common stock of any Delaware
corporation in any fiscal year to the extent of consolidated net income of the
corporation for such fiscal year and/or the preceding fiscal year.
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<PAGE> 27
The Board may, in its sole discretion, declare and pay dividends
exclusively on the Marathon Stock, exclusively on the Steel Stock, exclusively
on the Delhi Stock or on such classes in equal or unequal amounts,
notwithstanding the respective amount of funds available for dividends on each
class, the respective voting and liquidation rights of each class, the amount or
prior dividends declared on each class or any other factor.
EXCHANGE AND REDEMPTION--IN THE EVENT OF A DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE DELHI GROUP, USX IS REQUIRED TO (1) PAY A
DIVIDEND, (2) REDEEM DELHI STOCK OR (3) EXCHANGE DELHI STOCK FOR MARATHON STOCK
OR, IF THERE ARE NO SHARES OF MARATHON STOCK OUTSTANDING, STEEL STOCK, SUBJECT
TO CERTAIN LIMITATIONS. ALSO, THE BOARD MAY REQUIRE THAT THE DELHI STOCK BE
EXCHANGED FOR MARATHON STOCK, OR IF THERE ARE NO SHARES OF MARATHON STOCK
OUTSTANDING, STEEL STOCK, IN CERTAIN CIRCUMSTANCES.
If USX transfers all of the assets and liabilities of the Delhi Group to a
wholly owned subsidiary of USX (the "Delhi Group Subsidiary"), the Delhi Stock
may be exchanged, at the sole discretion of the Board, by a majority vote of the
directors then in office, provided that there are funds of USX legally available
therefor, for a number of shares of common stock of the Delhi Group Subsidiary
equal to the product of the Delhi Fraction and the number of all outstanding
shares of the Delhi Group Subsidiary, on a pro rata basis. USX would retain the
balance of the outstanding shares of common stock of the Delhi Group Subsidiary
if the Delhi Fraction were less than one, which balance would be attributed to
the Marathon Group.
In addition, upon the Disposition, in one transaction or a series of
related transactions, of all or substantially all of the properties and assets
of the Delhi Group (other than in connection with the Disposition by USX of all
of its properties or assets in one transaction) to any person, entity or group
(other than to the holders of all outstanding shares of Delhi Stock on a pro
rata basis or to any person, entity or group in which USX, directly or
indirectly, owns a majority equity interest), USX shall, within 60 days
following the consummation of such Disposition, either (i) subject to the
limitations on dividends on Delhi Stock set forth under "Dividends" above,
declare and pay a dividend in cash and/or in securities or other property
received as proceeds of such Disposition to the holders of Delhi Stock in an
amount equal to the product of the Delhi Fraction and the Net Proceeds of such
Disposition, (ii) to the extent that there are funds of USX legally available
therefor, redeem the number of whole shares of Delhi Stock that has an aggregate
average Market Value, during a specified period, closest to the value of the
product of the Delhi Fraction and the Net Proceeds of such Disposition, for cash
and/or securities or other property received as proceeds of such Disposition in
an amount equal to such product or (iii) exchange each outstanding share of
Delhi Stock for a number of shares of Marathon Stock, or if there are no shares
of Marathon Stock outstanding and shares of Steel Stock are outstanding, of
Steel Stock, equal to 110% of the average daily ratio (calculated to the nearest
five decimal places) of the Market Value of one share of Marathon Stock or one
share of Steel Stock, as the case may be, during such period.
If, immediately after any event, USX, directly or indirectly, owns less
than a majority equity interest in any person, entity or group in which USX,
directly or indirectly, owned a majority equity interest immediately prior to
the occurrence of such event, a Disposition of all of the properties and assets
of the Delhi Group owned by such person shall be deemed to have occurred. In the
case of a Disposition of properties or assets in a series of related
transactions, such Disposition shall not be deemed to have been consummated
until the consummation of the last of such transactions.
"Substantially all of the properties and assets of the Delhi Group," as of
any date, means a portion of such properties and assets that represents at least
80% of either of the then-current market value of, or the aggregate revenues for
the immediately preceding twelve fiscal quarterly periods of USX derived from,
the properties and assets of the Delhi Group as of such date (excluding the
assets and properties of any person, entity or group in which USX, directly or
indirectly, owns less than a majority equity interest).
After any such special dividend or redemption pursuant to clause (i) or
(ii) in the third preceding paragraph, the Board may, by a majority vote of the
directors then in office, exchange each outstanding share of Delhi Stock for a
number of shares of Marathon Stock or, if there are no shares of Marathon Stock
outstanding and shares of Steel Stock are outstanding, of Steel Stock, equal to
110% of the Market Value Ratio as of the fifth Business Day prior to the date
notice of such exchange is mailed to the holders of Delhi Stock. In determining
whether to effect such an exchange, the Board, in addition to other matters,
would
26
<PAGE> 28
likely consider whether the remaining properties and assets of the Delhi Group
constitute a viable business. Other considerations could include the number of
shares of Delhi Stock remaining outstanding following any such redemption, the
per share market price of the Delhi Stock following the payment of such a
dividend or such a redemption and the cost of maintaining stockholder accounts.
In addition, the Board may, by a majority vote of the directors then in
office, at any time exchange each outstanding share of Delhi Stock for a number
of shares of Marathon Stock or, if there are no shares of Marathon Stock
outstanding and shares of Steel Stock are outstanding, of Steel Stock, equal to
115% of the Market Value Ratio as of the fifth Business Day prior to the date
such notice is mailed to the holders of Delhi Stock.
For purposes of the two preceding paragraphs, "Market Value Ratio," as of
any date, means the highest of the following (calculated to the nearest five
decimal places): (A) the average ratio of D/X for the five-Business Day period
ending on such date, (B) the quotient of (1) the sum of (w) four times the
average ratio of D/X for the five-Business Day period ending on such date, (x)
three times the average ratio of D/X for the next preceding five-Business Day
period, (y) two times the average ratio of D/X for the next preceding five-
Business Day period and (z) the average ratio of D/X for the next preceding
five-Business Day period, divided by (2) ten and (C) if the special dividend
pursuant to clause (i) of the seventh preceding paragraph was declared and paid
or the redemption pursuant to clause (ii) thereof was made prior to the
commencement of the most recently completed fiscal quarter of USX, the average
ratio of D/X for such fiscal quarter, where D is the Market Value of one share
of the Delhi Stock and X is the Market Value of one share of the Marathon Stock
or Steel Stock, as the case may be.
An exchange or redemption of Delhi Stock for Marathon Stock or Steel Stock,
as the case may be, would be made on the same general terms and conditions as
described above under "Marathon Stock--Exchange and Redemption--General
Provisions."
VOTING--SHARES OF DELHI STOCK WILL, WHEN VOTING TOGETHER WITH ALL OTHER
CLASSES OF COMMON STOCK, HAVE A NUMBER OF VOTES PER SHARE BASED UPON
TIME-WEIGHTED AVERAGE RATIOS OF THE MARKET VALUE OF A SHARE OF DELHI STOCK TO
THE MARKET VALUE OF A SHARE OF MARATHON STOCK.
The holders of shares of the Delhi Stock have the voting rights described
above under the caption "Marathon Stock--Voting."
In addition, as is the case with the use of the proceeds from the
Disposition of any properties or assets of the Marathon Group or the U.S. Steel
Group, the approval of the holders of at least 66 2/3% of the outstanding Delhi
Stock, voting as a separate class, shall be necessary for:
(i) the declaration or payment of any dividend on, or the making of
any other payment or distribution on or with respect to, any shares of any
other class of Common Stock, if such dividend, payment or distribution is
to be made with (A) proceeds from the Disposition of any of the properties
and assets of the Delhi Group or (B) any portion of an equity interest in a
person, entity or group that owns any of the properties and assets of the
Delhi Group; or
(ii) the use, or reservation for use, of any proceeds from the
Disposition of any of the properties and assets of the Delhi Group, or any
of the properties and assets acquired with such proceeds, in any business
of USX other than a business of the Delhi Group. Notwithstanding the
foregoing, however, such vote shall not be required if such proceeds are
loaned at a rate or rates representative of actual borrowings and
short-term investments by USX.
LIQUIDATION--IN THE EVENT OF THE LIQUIDATION OF USX, HOLDERS OF DELHI STOCK
WILL BE ENTITLED TO RECEIVE A PORTION OF THE FUNDS DISTRIBUTABLE TO HOLDERS OF
COMMON STOCK BASED ON THE RELATIVE TIME-WEIGHTED AVERAGE AGGREGATE MARKET
CAPITALIZATION OF THE DELHI STOCK TO THE AGGREGATE MARKET CAPITALIZATION OF ALL
CLASSES OF COMMON STOCK.
In the event of a dissolution, liquidation or winding-up of USX, the
holders of shares of Delhi Stock are entitled to receive funds in the amounts
described above under "Marathon Stock--Liquidation."
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<PAGE> 29
Retained Interest of the Marathon Group
Prior to October 2, 1992, all of the businesses that constituted the Delhi
Group were part of the Marathon Group and their results of operations and
financial condition were reflected in their entirety in the financial statements
of the Marathon Group. As of that date, these businesses ceased to be included
in the Marathon Group. Their results of operations and financial condition were
reflected in the financial statements of the Delhi Group and ceased to be
reflected in the financial statements of the Marathon Group, except to the
extent of any Retained Interest, as described below, and as appropriate in
accordance with generally accepted accounting principles.
In connection with the establishment of the Delhi Group and the initial
public offering of Delhi Stock, the Board designated 14,000,000 shares of Delhi
Stock as the total number of shares of Delhi Stock which it deemed to represent
100% of the common stockholders' equity value of USX attributable to the Delhi
Group, all of which were attributed to the Marathon Group. This number was
established by taking into account, among other factors, the initial level of
USX debt and equity capitalization to be assigned to the Delhi Group, Delhi's
recent historical unleveraged financial performance relative to its competitors
that are publicly traded and the state of the markets for public offerings and
other stock transactions.
Since the 9,000,000 shares of Delhi Stock sold in the initial public
offering represented less than the entire equity value of USX attributable to
the Delhi Group, the Marathon Group has been deemed to have a Retained Interest
in the business, assets and liabilities of the Delhi Group equal to the balance
of such equity value (deemed to be represented by 5,000,000 shares at the time
of the initial public offering). As of July 31, 1994, an additional 434,686
shares of Delhi Stock deemed to represent part of the Retained Interest had been
issued in connection with certain employee benefit plans. This reduced the
number of shares deemed to represent the Retained Interest as of that date to
4,565,314 and increased the number of shares outstanding to 9,434,686. In
addition, 3,205 shares representing an additional equity interest in the Delhi
Group were issued in connection with employee stock grants, increasing the
number of shares outstanding at July 31, 1994 to 9,437,891 and increasing the
total number of shares of Delhi Stock deemed to represent 100% of the common
stockholders' equity value of USX attributable to the Delhi Group to 14,003,205.
The 35,996,795 authorized shares of Delhi Stock in excess of the total of
the shares outstanding and the shares deemed to represent the Retained Interest
are available for issuance as additional equity for the Delhi Group. Authorized
but unissued shares may be issued without approval of the holders of Delhi Stock
and may be issued in the future at prices which could dilute the equity interest
of existing holders of Delhi Stock at that time. See "Special
Considerations--Considerations Relating to Common Stock--No Rights or Additional
Duties with Respect to the Groups; Potential Conflicts" and "Description of
Capital Stock--Delhi Stock--Dividends."
DETERMINATIONS BY BOARD
Any determinations made by the Board under the foregoing provisions will be
final and binding on all stockholders of USX.
OTHER RIGHTS
The holders of Common Stock do not have any preemptive rights or any rights
to convert their shares into any other securities of USX.
STOCK TRANSFER AGENT AND REGISTRAR
USX maintains its own stock transfer department at the following address:
USX Corporation, Shareholder Services Department, 600 Grant Street, Room 611,
Pittsburgh, PA 15219-4776. Certificates representing shares can also be
presented for registration of transfer at Chemical Bank, 55 Water Street, New
York, New York.
Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh, PA 15258 is the
Registrar for all the Common Stock.
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<PAGE> 30
AMENDED AND RESTATED RIGHTS PLAN
The following is a brief description of the terms of the Stockholders
Rights Plan set forth in the Restated Rights Agreement between USX and the
Rights Agent.
Under the Restated Rights Agreement, the right (each a "Right") to purchase
from USX a unit consisting of one one-hundredth of a share (a "Unit") of Series
A Junior Preferred Stock, no par value (the "Junior Preferred Stock"), at a
purchase price of $120 in cash per Unit, subject to adjustment, is attached to
each share of Marathon Stock, Steel Stock and Delhi Stock (sometimes hereinafter
referred to together as the "Voting Stock"). A Right attached to a share of
Marathon Stock is hereinafter referred to as a "Marathon Right," a Right
attached to a share of Steel Stock is hereinafter referred to as a "Steel Right"
and a Right attached to a share of Delhi Stock is hereinafter referred to as a
"Delhi Right."
The Rights will separate from the Voting Stock and a Rights distribution
date will occur upon the earlier of (i) 15 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired (except pursuant to a Qualifying Offer (defined in the
Restated Rights Agreement as an all-cash tender offer for all outstanding shares
of Voting Stock meeting certain prescribed requirements)), or obtained the right
to acquire, beneficial ownership of Voting Stock representing 15% or more of the
total voting power of all outstanding shares of Voting Stock (the "Stock
Acquisition Date"), or (ii) 15 days (or upon such later date as may be
determined by the Board) following the commencement of a tender offer or
exchange offer (other than a Qualifying Offer) that would result in a person or
a group beneficially owning Voting Stock representing 15% or more of the total
voting power of all outstanding shares of Voting Stock. For purposes of the
Restated Rights Agreement, total voting power of Voting Stock shall be
determined based upon the most recent calculation announced by USX. See
"Marathon Stock--Voting," "Steel Stock--Voting" and "Delhi Stock--Voting" above.
If a person inadvertently becomes the beneficial owner of Voting Stock
representing 15% or more of the total voting power of the Voting Stock due to
the recalculation by USX of the relative voting power of Marathon Stock, Steel
Stock and Delhi Stock, such person will not be an Acquiring Person unless and
until such person acquires any additional shares of Voting Stock.
In the event that a person or group becomes the beneficial owner of Voting
Stock representing 15% or more of the total voting power of all outstanding
shares of Voting Stock (except pursuant to a Qualifying Offer), the Rights
"flip-in" and entitle each holder of a Right (other than the Acquiring Person
and certain related parties) to receive, upon exercise, Marathon Stock, Steel
Stock or Delhi Stock, as the case may be (or in certain circumstances, cash,
property, or other securities of USX), having a value equal to two times the
exercise price of the Marathon Right, Steel Right or Delhi Right, respectively.
However, Rights are not exercisable until such time as the Rights are no longer
redeemable by USX as set forth below.
In the event that, any time following the Stock Acquisition Date, (i) USX
is acquired in a merger or other business combination transaction in which USX
is not the surviving corporation (other than a merger that follows a Qualifying
Offer) or its Voting Stock is changed or exchanged, or (ii) 50% or more of USX's
assets, earning power or cash flow is sold or transferred, the Rights
"flip-over" and entitle each holder of a Right (other than an Acquiring Person
and certain related parties) to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.
At any time until 15 days following the Stock Acquisition Date (subject to
extension), USX may redeem the Rights in whole, but not in part, at a price of
$.01 per whole Right payable in stock or cash or any other form of consideration
deemed appropriate by the Board (the "Redemption Price"). Immediately upon the
action of the Board ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of the Rights will be to receive the
Redemption Price.
The Board may, at its option, at any time after any person becomes an
Acquiring Person, exchange all or part of the outstanding and exercisable
Marathon Rights, Steel Rights and Delhi Rights (other than Rights held by the
Acquiring Person and certain related parties) for shares of Marathon Stock,
Steel Stock and Delhi Stock, respectively, at an exchange ratio of one share of
Marathon Stock for each Marathon Right, one share of Steel Stock for each Steel
Right and one share of Delhi Stock for each Delhi Right (subject to certain
29
<PAGE> 31
anti-dilution adjustments). However, the Board may not effect such an exchange
at any time any person or group owns Voting Stock representing 50% or more of
the total voting power of the Voting Stock then outstanding.
As long as the Rights are attached to shares of Voting Stock, USX will
issue Marathon Rights on each share of Marathon Stock, Steel Rights on each
share of Steel Stock and Delhi Rights on each share of Delhi Stock issued prior
to the Rights distribution date so that all such shares will have attached
Rights.
A copy of the Restated Rights Agreement is available free of charge from
the Rights Agent.
PLAN OF DISTRIBUTION
USX may sell the Offered Securities to or through underwriters or directly
to purchasers, agents or dealers or through brokers.
Offers to purchase Offered Securities may be solicited directly by USX or
brokers or dealers designated by USX from time to time. Any such broker or
dealer may be deemed to be an underwriter as that term is defined in the
Securities Act, and will be named in the Prospectus Supplement, together with
the compensation payable thereto by USX in connection with the sale of the
Offered Securities.
Underwriters, agents, brokers and dealers may be entitled under agreements
which may be entered into with USX to indemnification by USX against certain
civil liabilities, including liabilities under the Securities Act. Such
underwriters, agents, brokers and dealers may engage in transactions with, or
perform services for, USX in the ordinary course of business.
The place and time of delivery for the Offered Securities in respect of
which this Prospectus is delivered will be set forth in the accompanying
Prospectus Supplement.
VALIDITY OF SECURITIES
The validity of the issuance of the Offered Securities will be passed upon
for USX by D. D. Sandman, General Counsel and Secretary of USX or by J.A.
Hammerschmidt, Assistant General Counsel of USX. Messrs. Sandman and
Hammerschmidt in their respective capacities as General Counsel and Secretary,
and Assistant General Counsel are paid salaries by USX and participate in
various employee benefit plans offered to officers of USX generally.
EXPERTS
The consolidated financial statements of USX, the financial statements of
the Marathon Group, the financial statements of the U.S. Steel Group and the
financial statements of the Delhi Group as of December 31, 1993 and 1992 and for
each of the three years in the period ended December 31, 1993, incorporated in
this Prospectus by reference to USX's Annual Report on Form 10-K for the year
ended December 31,1993, have been so incorporated in reliance on the reports
(the report pertaining to the U.S. Steel Group financial statements contains an
explanatory paragraph referring to the U.S. Steel Group's involvement in certain
contingencies as described in Note 26 to the U.S. Steel Group financial
statements) of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
30
<PAGE> 32
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 33
APPENDIX I
SUMMARY OF USX COMMON STOCK
The following summary is qualified in its entirety by the detailed
information appearing elsewhere in, or incorporated by reference in, this
Prospectus. Capitalized terms used in this summary have the respective meanings
ascribed to them elsewhere in this Prospectus.
<TABLE>
<CAPTION>
USX COMMON STOCK
---------------------------------------------------------------------------------------------------------
USX-MARATHON GROUP USX-U.S. STEEL GROUP USX-DELHI GROUP
COMMON STOCK COMMON STOCK COMMON STOCK
--------------------------------- --------------------------------- ---------------------------------
<S> <C> <C> <C>
BUSINESS: Energy business. Steel and other businesses. Gas gathering and processing
business.
NUMBER OF SHARES 286,566,838 75,623,645 9,437,891
OUTSTANDING AS OF
JULY 31, 1994:
VOTING RIGHTS: Except as otherwise described Except as otherwise described Except as otherwise described
herein, the Marathon Stock will herein, the Steel Stock will vote herein, the Delhi Stock will vote
vote as a single class with the as a single class with the as a single class with the
Steel Stock and the Delhi Stock. Marathon Stock and the Delhi Marathon Stock and the Steel
The Marathon Stock will have one Stock. Each share of Steel Stock Stock. Each share of Delhi Stock
vote per share. will have a variable number of will have a variable number of
votes based upon the relative votes based upon the relative
Market Values of one share of Market Values of one share of
Steel Stock and one share of Delhi Stock and one share of
Marathon Stock, and may have more Marathon Stock, and may have more
than, less than or exactly one than, less than or exactly one
vote per share. vote per share.
DIVIDENDS: Dividends on the Marathon Stock Dividends on the Steel Stock will Dividends on the Delhi Stock will
will be paid at the discretion of be paid at the discretion of the be paid at the discretion of the
the Board based primarily upon Board based primarily upon the Board based primarily upon the
the long-term earnings and cash long-term earnings and cash flow long-term earnings and cash flow
flow capabilities of the Marathon capabilities of the U.S. Steel capabilities of the Delhi Group,
Group, as well as on the dividend Group, as well as on the dividend as well as on the dividend
policies of publicly traded policies of publicly traded steel policies of similar publicly
energy companies. Dividends will companies. Dividends will be traded companies. Dividends will
be payable out of all funds of payable out of the lesser of (i) be payable out of the lesser of
USX legally available therefor. all funds of USX legally (i) all funds of USX legally
available therefor and (ii) the available therefor and (ii) the
Available Steel Dividend Amount. Available Delhi Dividend Amount.
EXCHANGE AND USX may exchange the Marathon USX may exchange the Steel Stock USX may exchange the Delhi Stock
REDEMPTION: Stock for shares of a wholly for shares of a wholly owned for shares of a wholly owned
owned subsidiary that holds all subsidiary that holds all the subsidiary that holds all the
the assets and liabilities of the assets and liabilities of the assets and liabilities of the
Marathon Group. U.S. Steel Group. Delhi Group.
If USX sells all or substantially If USX sells all or substantially
all of the properties and assets all of the properties and assets
of the U.S. Steel Group, USX must of the Delhi Group, USX must
either: (i) pay a special either: (i) pay a special
dividend to holders of Steel dividend to holders of Delhi
Stock equal to the Net Proceeds; Stock equal to the Net Proceeds;
or (ii) redeem shares of Steel or (ii) redeem shares of Delhi
Stock having an aggregate Market Stock having an aggregate Market
Value closest to the value of the Value closest to the value of the
Net Proceeds for an amount equal Net Proceeds for an amount equal
to the Net Proceeds; or (iii) to the Net Proceeds; or (iii)
exchange each share of Steel exchange each share of Delhi
Stock for a number of shares of Stock for a number of shares of
Marathon Stock equal to 110% of Marathon Stock or, if no Marathon
the ratio of the Market Values of Stock is outstanding, of Steel
one share of Steel Stock to one Stock, equal to 110% of the ratio
share of Marathon Stock. of the Market Values of one share
of Delhi Stock to one share of
Marathon Stock or one share of
Steel Stock, as the case may be.
The Board may, at any time,
exchange each outstanding share
of Delhi Stock for a number of
shares of Marathon Stock or, if
there are no shares of Marathon
Stock outstanding, Steel Stock
equal to 115% of the Market Value
of one share of Delhi Stock to
one share of Marathon Stock or
one share of Steel Stock, as the
case may be.
LIQUIDATION: In the event of the liquidation In the event of the liquidation In the event of the liquidation
of USX, holders of Marathon Stock of USX, holders of Steel Stock of USX, holders of Delhi Stock
will share the funds, if any, will share the funds, if any, will share the funds, if any,
remaining for distribution to remaining for distribution to remaining for distribution to
common stockholders with holders common stockholders with holders common stockholders with holders
of Steel Stock and Delhi Stock of Marathon Stock and Delhi Stock of Marathon Stock and Steel Stock
based upon the relative market based upon the relative market based upon the relative market
capitalizations of each. capitalizations of each. capitalizations of each.
LISTING: NYSE under the symbol "MRO". NYSE under the symbol "X". NYSE under the symbol "DGP".
</TABLE>
A-1
<PAGE> 34
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee..................... $ 42,900
Costs of printing and engraving................................... 10,000
Accounting fees and expenses...................................... 10,000
Miscellaneous expenses............................................ 2,100
--------
Total................................................... 65,000
========
</TABLE>
All of the foregoing expenses are estimated except for the Securities and
Exchange Commission filing fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Corporation's By-Laws provides that the Corporation shall
indemnify to the fullest extent permitted by law any person who is made or is
threatened to be made a party or is involved in any action, suit, or proceeding
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust,
enterprise, or nonprofit entity.
The Corporation is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was
an officer, employee, agent or director of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Corporation may
indemnify any such person against expenses (including attorneys' fees) in an
action by or in the right of the Corporation under the same conditions, except
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by the Corporation under which
directors and officers of the Corporation are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
The Corporation's Certificate of Incorporation provides that no director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
II-1
<PAGE> 35
ITEM 16. LIST OF EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) See Exhibit Index.
(b) All schedules are omitted because they are not applicable or the
required information is contained in the respective financial statements or
notes thereto.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference herein.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) USX hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of USX's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
USX pursuant to the foregoing provisions, or otherwise, USX has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by USX of
expenses incurred or paid by a director, officer or controlling person of USX in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, USX will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 36
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH OF PENNSYLVANIA, ON
AUGUST 29, 1994.
USX CORPORATION
(Registrant)
/S/ LEWIS B. JONES
By............................................
Lewis B. Jones, Vice President & Comptroller
Pittsburgh, Pennsylvania
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS AMENDMENT TO THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON AUGUST 29, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman Board of Directors,
........................................... Chief Executive Officer and Director
C. A. CORRY (Principal Executive Officer)
/S/ R. M. HERNANDEZ Executive Vice President--
........................................... Accounting & Finance
R. M. HERNANDEZ & Chief Financial Officer
and Director
(Principal Financial Officer)
/S/ LEWIS B. JONES Vice President & Comptroller
........................................... (Principal Accounting Officer)
LEWIS B. JONES
* Director
...........................................
NEIL A. ARMSTRONG
* Director
...........................................
VICTOR G. BEGHINI
* Director
...........................................
JEANETTE GRASSELLI BROWN
* Director
...........................................
JOHN H. FILER
* Director
...........................................
JAMES A. D. GEIER
* Director
...........................................
CHARLES R. LEE
* Director
...........................................
PAUL E. LEGO
</TABLE>
II-3
<PAGE> 37
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Director
...........................................
RAY MARSHALL
* Director
...........................................
JOHN F. MCGILLICUDDY
Director
...........................................
JOHN M. RICHMAN
Director
...........................................
SETH E. SCHOFIELD
* Director
...........................................
THOMAS J. USHER
* Director
...........................................
DOUGLAS C. YEARLEY
/S/ LEWIS B. JONES
*By ......................................
LEWIS B. JONES, ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE> 38
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
1. Form of Underwriting Agreement. (Incorporated by Reference to Exhibit
1 to Registration Statement No. 33-60142.)
4.1 Restated Certificate of Incorporation of USX dated November 1, 1993.
(Incorporated by reference to the USX Form 10-Q for period ended
September 30, 1993.)
4.2 By-laws of USX dated June 28, 1994.
4.3 Indenture for Debt Securities with Form of Debt Securities.
(Incorporated by Reference to Exhibit 4.1 to Registration Statement
No. 33-60142.)
4.4 Amended and Restated Rights Agreement. (Incorporated by Reference to
the USX Form 8 Amendment to Form 8-A Filed on October 5, 1992.
File No. 1-5153.)
5. Opinion and consent of J.A. Hammerschmidt, Esq.
12. Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividends.
(Incorporated by Reference to the USX Form 10-K for year ended
December 31, 1993 and the USX Form 10-Q for Quarter ended June 30,
1994.)
23.1 Consent of Price Waterhouse.
23.2 Consent of J.A. Hammerschmidt, Esq. (Included in Exhibit 5.)
*24. Powers of Attorney.
25. Statement of eligibility of Trustee. (Incorporated by Reference to
Exhibit 25 to Registration Statement No. 33-60142.)
</TABLE>
* Previously filed
<PAGE> 1
Exhibit 4.2
USX
USX CORPORATION
_____________
BY-LAWS
_____________
JUNE 28, 1994
<PAGE> 2
1
BY-LAWS
of
USX CORPORATION
JUNE 28, 1994
ARTICLE I.
STOCKHOLDERS.
SECTION 1. Time and Place of Meetings of Stockholders. Unless
the time and place of the annual meeting of stock-
Time and holders for the purpose of electing directors and
Place of transacting such other business as may be brought
Meetings. before the meeting are changed by the Board of
Directors, as may be done from time to time, provided
that all legal requirements for such change and notice to
stockholders are observed, such annual meeting of stockholders of the
Corporation shall be held at 32 Loockerman Square, Suite L-100, City
of Dover, County of Kent, and State of Delaware at 2 o'clock, p.m.,
on the last Tuesday in April in each year, if not a legal holiday,
and if a legal holiday, then on the next succeeding Tuesday which is
not a legal holiday.
Special meetings of the stockholders may be called by the Board
of Directors to be held at such time and place and for such purpose
or purposes as are specified in such call.
Neither the annual meeting nor any special meeting of stock-
holders need be held within the State of Delaware.
Any action required to be taken at any annual or special meeting
of the stockholders of the Corporation, or any action which may
be taken at any annual or special meeting of the stockholders or
otherwise, may not be taken without a meeting, prior notice and a
vote, and stockholders may not act by written consent.
SECTION 2. Notice of Meetings of Stockholders. It shall be the
duty of the Secretary to cause notice of each an-
Notice of nual or special meeting to be mailed to all stock-
Meetings. holders of record as of the record date as fixed by
the Board of Directors for the determination of
stockholders entitled to vote at such meeting. Such notice shall
indicate briefly the action to be taken at such meeting and shall be
mailed to the stockholders at the addresses of such stockholders as
shown on the books of the Corporation at least 10 days but not more
than 60 days preceding the meeting.
<PAGE> 3
(Article I) 2
SECTION 3. Nomination of Directors. Only persons who are nomi-
nated in accordance with the following procedures
Nomination of shall be eligible for election as directors. Nomina-
Directors. tion for election to the Board of Directors of the
Corporation at a meeting of stockholders may be made
by the Board of Directors or by any stockholder of the Corporation
entitled to vote generally for the election of directors at such
meeting who complies with the notice procedures set forth in this
Section 3. Such nominations, other than those made by or on behalf of
the Board of Directors, shall be made by notice in writing delivered
or mailed by first class United States mail, postage prepaid, to the
Secretary, and received not less than 60 days nor more than 90 days
prior to such meeting; provided, however, that if less than 70 days'
notice or prior public disclosure of the date of the meeting is given
to stockholders, such nomination shall have been mailed or delivered
to the Secretary not later than the close of business on the 10th day
following the day on which the notice of the meeting was mailed
or such public disclosure was made, whichever occurs first. Such
notice shall set forth (a) as to each proposed nominee (i) the name,
age, business address and, if known, residence address of each such
nominee, (ii) the principal occupation or employment of each such
nominee, (iii) the number of shares of each class of the capital stock
of the Corporation which are beneficially owned by each such
nominee, and (iv) any other information concerning the nominee
that must be disclosed as to nominees in proxy solicitations pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as
amended (including such person's written consent to be named as
a nominee and to serve as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they ap-
pear on the Corporation's books, of such stockholder and (ii) the
number of shares of each class of the capital stock of the Corporation
which are beneficially owned by such stockholder. The Corporation
may require any proposed nominee to furnish such other informa-
tion as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as a director of the
Corporation.
The chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so deter-
mine, he shall so declare to the meeting and the defective nomina-
tion shall be disregarded.
<PAGE> 4
3 (Article I)
SECTION 4. Notice of Business at Annual Meetings. At an annual
meeting of the stockholders, only such business
Notice of shall be conducted as shall have been properly
Business at brought before the meeting. To be properly brought
Annual Meetings. before an annual meeting, business must be (a)
specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a stockholder. For
business to be properly brought before an annual meeting by a
stockholder, if such business relates to the election of directors of
the Corporation, the procedures in Article I, Section 3 must be com-
plied with. If such business relates to any other matter, the
stockholder must have given timely notice thereof in writing to the
Secretary. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the Cor-
poration not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must
be so received not later than the close of business on the 10th day
following the date on which such notice of the date of the meeting
was mailed or such public disclosure was made, whichever occurs
first. A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting
(a) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at
the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business,
(c) the number of shares of each class of the capital stock of the
Corporation which are beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business. Not-
withstanding anything in the By-Laws to the contrary, no business
shall be conducted at any annual meeting except in accordance with
the procedures set forth in this Section 4 and in Section 3 of this
Article I and except that any stockholder proposal which complies
with Rule 14a-8 of the proxy rules (or any successor provision) pro-
mulgated under the Securities Exchange Act of 1934, as amended,
and is to be included in the Corporation's proxy statement for an
annual meeting of stockholders shall be deemed to comply with the
requirements of this Section 4.
<PAGE> 5
(Article I) 4
The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section
4, and if he should so determine, the chairman shall so declare to
the meeting that any such business not properly brought before the
meeting shall not be transacted.
SECTION 5. Quorum. At each meeting of the stockholders the
holders of one-third of the voting power of the out-
Quorum. standing shares of stock entitled to vote generally
at the meeting, present in person or represented by
proxy, shall constitute a quorum, unless the representation
of a larger number shall be required by law, and, in that case, the
representation of the number so required shall constitute a quorum.
Except as otherwise required by law, a majority of the voting
power of the shares of stock entitled to vote generally at a meeting
and present in person or by proxy, whether or not constituting a
quorum, may adjourn, from time to time, without notice other than
by announcement at the meeting. At any such adjourned meeting
at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally
notified.
SECTION 6. Organization. The Chairman of the Board, or in his
absence the Vice Chairman of the Board designated
Organization. by the Chairman of the Board, or the President
in the order named, shall call meetings
of the stockholders to order, and shall act as chairman of such
meeting; provided, however, that the Board of
Chairman. Directors may appoint any person to act as
chairman of any meeting in the absence of the
Chairman of the Board.
The Secretary of the Corporation shall act as secretary at all
meetings of the stockholders; but in the absence of
Secretary. the Secretary at any meeting of the stockholders the
presiding officer may appoint any person to act
as secretary of the meeting.
SECTION 7. Voting. At each meeting of the stockholders, every
stockholder shall be entitled to vote in person, or
Voting. by proxy appointed by instrument in writing,
subscribed by such stockholder or by his duly
<PAGE> 6
5 (Article I)
authorized attorney, or, to the extent permitted by law, appointed
by an electronic transmission, and delivered to the inspectors at the
meeting; and he shall have the number of votes for each share of
capital stock standing registered in his name at the date fixed by the
Board of Directors pursuant to Section 4 of Article IV of these By-
Laws as may be determined in accordance with the Corporation's
Certificate of Incorporation, or as may be provided by law. The votes
for directors, and, upon demand of any stockholder, or where re-
quired by law, the votes upon any question before the meeting, shall
be by ballot.
At least ten days before each meeting of the stockholders, a full,
true and complete list, in alphabetical order, of all
List of of the stockholders entitled to vote at such meeting,
Stockholders. showing the address of each stockholder, and in-
dicating the class and number of shares held by each,
shall be furnished and held open for inspection in such manner, as is
required by law. Only the persons in whose names shares of stock
stand on the books of the Corporation at the date fixed by the Board
of Directors pursuant to Section 4 of Article IV of these By-Laws, as
evidenced in the manner provided by law, shall be entitled to vote in
person or by proxy on the shares so standing in their names.
Prior to any meeting, but subsequent to the date fixed by the
Board of Directors pursuant to Section 4 of
Certification Article IV of these By-Laws, any proxy may submit
of Proxies. his powers of attorney to the Secretary, or to the
Treasurer, for examination. The certificate of the
Secretary, or of the Treasurer, as to the regularity of such powers
of attorney, and as to the class and number of shares held by the
persons who severally and respectively executed such powers of
attorney, shall be received as prima facie evidence of the class and
number of shares represented by the holder of such powers of attorney
for the purpose of establishing the presence of a quorum at such
meeting and of organizing the same, and for all other purposes.
SECTION 8. Inspectors. At each meeting of the stockholders, the
polls shall be opened and closed, the proxies and
Inspectors ballots shall be received and be taken in charge,
of Election. and all questions touching the qualification of
voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by one or more inspectors.
Such inspector
<PAGE> 7
(Article II) 6
or inspectors shall be appointed by the Board of Directors before
the meeting. If for any reason any of the inspectors previously ap-
pointed shall fail to attend or refuse or be unable to serve, inspec-
tors in place of any so failing to attend or refusing or unable to
serve, shall be appointed in like manner.
ARTICLE II.
BOARD OF DIRECTORS.
SECTION 1. Number, Classes and Terms of Office. The business
Directors. and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.
The number of directors shall be fixed from time to time by
Number of resolution of the Board of Directors, but the
Directors. number thereof shall not be less than three.
The directors of the Corporation shall be divided into three
Classes and classes: Class I, Class II and Class III. Each class
Terms of Office. shall consist, as nearly as may be possible, of one-
third of the whole number of the Board of Direc-
tors. In the election of directors at the 1984 annual meeting of the
stockholders, the Class I directors shall be elected to hold office for
a term to expire at the first annual meeting of the stockholders
thereafter; the Class II directors shall be elected to hold office
for a term to expire at the second annual meeting of the stockholders
thereafter; and the Class III directors shall be elected to hold office
for a term to expire at the third annual meeting of the stockholders
thereafter, and in the case of each class, until their respective suc-
cessors are duly elected and qualified. At each annual election held
after the 1984 annual meeting of the stockholders, the directors
elected to succeed those whose terms expire shall be identified as
being of the same class as the directors they succeed and shall be
elected to hold office for a term to expire at the third annual
meeting of the stockholders after their election, and until their
respective successors are duly elected and qualified. If the number
of directors is changed, any increase or decrease in directors shall
be apportioned among the classes so as to maintain all classes as
equal in number as possible, and any additional director elected to
any class shall hold office for a term which shall coincide with the
terms of the other directors in such class and until his successor is
duly elected and qualified.
<PAGE> 8
7 (Article II)
In the case of any increase in the number of directors of the Cor-
poration, the additional director or directors shall be elected only
by the Board of Directors.
SECTION 2. Vacancies. Except as otherwise provided by law, in
the case of any vacancy in the Board of Directors
Vacancies through death, resignation, disqualification or other
in Board. cause, a successor to hold office for the unexpired
portion of the term of the director whose place shall
be vacant, and until the election of his successor, shall be
elected only by a majority of of the Board of Directors then in office,
though less than a quorum.
SECTION 3. Removal. Directors of the Corporation may be re-
Removal. moved only for cause.
SECTION 4. Place of Meetings, etc. The Board of Directors may
hold its meetings, and may have an office and
Place of keep the books of the Corporation (except as
Meetings. otherwise may be provided for by law) in such
place or places in the State of Delaware or outside of the
State of Delaware, as the Board from time to time may determine.
SECTION 5. Regular Meetings. Regular meetings of the Board of
Regular Directors shall be held at such times as may be
Meetings. fixed by resolution of the Board of Directors. The
Secretary shall give notice, as provided for special
meetings, for each regular meeting.
SECTION 6. Special Meetings. Special meetings of the Board of
Special Directors shall be held whenever called by
Meetings. direction of the Chairman or a Vice Chairman of
the Board, or the President, or a majority of the
directors then in office.
The Secretary shall give notice of each special meeting by mailing
the same at least two days before the meeting, or
Notice by telegraphing or telexing or by facsimile transmis-
Required. sion of the same at least one day before the meeting,
to each director; but such notice may be waived by any
director. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special meeting.
At any meeting at which every director shall be present, even
though without any notice, any business may be transacted.
<PAGE> 9
(Article II) 8
SECTION 7. Quorum. A majority of the total number of directors
shall constitute a quorum for the transaction of
Quorum. business; but if at any meeting of the Board there
be less than a quorum present, a majority of those
present may adjourn the meeting from time to time.
At any meeting of the Board of Directors all matters shall be
decided by the affirmative vote of a majority of directors then pre-
sent, provided, that the affirmative vote of at least one-third of all
the directors then in office shall be necessary for the passage of any
resolution.
SECTION 8. Order of Business. At meetings of the Board of
Directors business shall be transacted in such
Order of order as, from time to time, the Board may deter-
Business. mine by resolution.
At all meetings of the Board of Directors, the Chairman of the
Board, or in his absence the Vice Chairman of the
Presiding Board designated by the Chairman of the Board,
Officer. or the President, in the order named, shall preside.
SECTION 9. Compensation of Directors. Each director of the
Corporation who is not a salaried officer or employee
Compensa- of the Corporation, or of a subsidiary of the
tion of Corporation, shall receive such allowances for serving
Directors. as a director and such fees for attendance at meetings
of the Board of Directors or any committee appointed
by the Board as the Board may from time to time determine.
SECTION 10. Election of Officers. At the first regular meeting of
the Board of Directors in each year (at which a
Election of quorum shall be present) held next after the annual
Officers. meeting, the Board of Directors shall proceed to the
election of the principal officers of the Corporation
to be elected by the Board of Directors under the provisions of
Article III of these By-Laws.
<PAGE> 10
9 (Article III)
ARTICLE III.
OFFICERS.
SECTION 1. Officers. The principal officers of the Corporation
shall be a Chairman of the Board of Directors, one
Principal or more Vice Chairmen of the Board of Directors, a
Officers. President, one or more Executive-Directors, one or
Titles. more Executive Vice Presidents, one or more Group
Presidents, a Senior Vice President-Finance,
a General Counsel, a Treasurer, a Secretary and a Comptroller, none of
whom need be directors. All such principal officers shall be elected
by the Board of Directors. Each principal officer who shall be a
member of the Board of Directors shall be considered an Officer-
Director.
The Board of Directors or any committee or officer designated by
it may appoint such other officers as it or he shall
Other deem necessary, who shall have such authority and
Officers. shall perform such duties as from time to time
may be assigned to them by or with the authority of the Board of
Directors.
One person may hold two or more offices.
In its discretion, the Board of Directors may leave unfilled any
office.
All officers, agents and employees shall be subject to removal at
any time by the Board of Directors. All officers,
Term of agents and employees, other than officers elected
Office. by the Board of Directors, shall hold office at the
discretion of the committee or of the officer appointing them.
Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of
Salaried the Corporation, unless the contrary is expressly
Officers. consented to by the Board of Directors.
SECTION 2. Powers and Duties of the Chairman of the Board. The
Chairman of Chairman of the Board of Directors shall be the
the Board. chief executive officer of the Corporation and,
Powers subject to the Board of Directors, shall be in
and Duties. general charge of the affairs of the Corporation.
He shall preside at all meetings of the stockholders
and of the Board of Directors.
<PAGE> 11
(Article III) 10
SECTION 3. Powers and Duties of the Vice Chairmen of the
Vice Chairmen Board, the President and the Executive-Directors.
of the Board, Subject to the Chairman of the Board of Directors
President and and the Board itself, the Vice Chairmen of the
Executive- Board, the President and the Executive-Directors
Directors. Powers shall have such duties as may be assigned to them
and Duties. by the Chairman of the Board of Directors or the
Board itself.
SECTION 4. Executive Vice Presidents, Group Presidents and
Senior Vice President--Finance. Each Executive
Executive Vice President, each Group President and the
Vice Senior Vice President--Finance shall have such
Presidents, authority, and shall perform such duties, as may
Group be assigned to him.
Presidents
and Senior
Vice President--
Finance.
SECTION 5. The General Counsel. The General Counsel shall be
the chief consulting officer of the Corporation in
General all legal matters, and, subject to the Chairman of
Counsel. the Board of Directors and the Board itself, shall
have general control of all matters of legal import
concerning the Corporation.
SECTION 6. Powers and Duties of Treasurer. Subject to the offi-
cer designated by the Board of Directors, the
Treasurer. Treasurer shall have custody of all the funds and
Powers securities of the Corporation which may have come
and Duties. into his hands; when necessary or proper he shall
endorse, or cause to be endorsed, on behalf of the
Corporation, for collection, checks, notes and other obligations, and
shall cause the deposit of same to the credit of the Corporation in
such bank or banks or depositary as the Board of Directors may
designate or as the Board of Directors by resolution may authorize;
he shall sign all receipts and vouchers for payments made to the
Corporation other than routine receipts and vouchers, the signing of
which he may delegate; he shall sign all checks made by the
Corporation; provided, however, that the Board of Directors may
authorize and prescribe by resolution the manner in which checks
drawn on banks or depositaries shall be signed, including the use of
facsimile signatures, and the manner in which officers, agents or
employees shall be authorized to sign; he may sign with the President
or a vice president all certificates of shares in the capital stock;
whenever required by the Board of Directors, he shall render a
statement of his cash account; he shall enter regularly, in books
of the Corporation
<PAGE> 12
11 (Article III)
to be kept by him for the purpose, full and accurate account of all
moneys received and paid by him on account of the Corporation;
he shall, at all reasonable times, exhibit his books and accounts to
any director of the Corporation upon application at his office dur-
ing business hours; and he shall perform all acts incident to the
position of treasurer.
He shall give a bond for the faithful discharge of his duties in
Treasurer. such sum as the Board of Directors may require.
Bond.
SECTION 7. Powers and Duties of Secretary. The Secretary shall
keep the minutes of all meetings of the Board of
Secretary. Directors, and the minutes of all meetings of the
Powers stockholders, and also (unless otherwise directed
and Duties. by the Board of Directors) the minutes of all
committees, in books provided for that purpose; he
shall attend to the giving and serving of all notices of the
Corporation; he may sign with an Officer-Director or any other duly
authorized person, in the name of the Corporation, all contracts
authorized by the Board of Directors, and affix the seal of the
Corporation thereto; he shall have charge of the certificate books,
transfer books and stock ledgers, and such other books and papers as
the Board of Directors may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon
application at the Secretary's office during business hours; and he
shall in general perform all the duties incident to the office of
secretary, subject to the control of the Chairman of the Board of
Directors and the Board itself.
SECTION 8. Comptroller. Subject to the officer designated by
the Board of Directors, the Comptroller shall be
Comptroller. in charge of the accounts of the Corporation, and
Powers and shall perform such duties as from time to time
Duties. may be assigned to him.
SECTION 9. Voting upon Stocks. Unless otherwise ordered by the
Board of Directors, any Officer-Director or any
Voting upon person or persons appointed in writing by any of
Stocks owned them, shall have full power and authority in
in other behalf of the Corporation to attend and to act and to
Companies. vote at any meetings of stockholders of any
corporation in which the Corporation may hold stock,
and at any such meeting shall possess and may
<PAGE> 13
(Article IV) 12
exercise any and all the rights and powers incident to the ownership
of such stock, and which, as the owner thereof, the Corporation
might have possessed and exercised if present. The Board of Direc-
tors, by resolution, from time to time, may confer like powers
upon any other person or persons.
ARTICLE IV.
CAPITAL STOCK--SEAL.
SECTION 1. Certificates of Shares. The certificates for shares of
each class of the capital stock of the Corporation
Stock shall be in such form, not inconsistent with the Cer-
Certificates. tificate of Incorporation, as shall be prepared or
Signature. be approved by the Board of Directors. No certificate
Validity. shall be valid unless it is signed by the Chairman or
a Vice Chairman of the Board of Directors or the
President or a vice president, and either the Treasurer or an
assistant treasurer, or the Secretary or an assistant secretary,
but where such certificate is signed by a registrar other than the
Corporation or its employee the signatures of any such officer and,
where authorized by resolution of the Board of Directors,
any transfer agent may be facsimiles. In case any officer or transfer
agent of the Corporation who has signed, or whose facsimile
signature has been placed upon, any such certificate shall have ceased
to be such officer or transfer agent of the Corporation before such
certificate is issued, such certificate may be issued by the Corpora-
tion with the same effect as though the person or persons were such
officer or transfer agent of the Corporation at the date of issue.
All certificates for each class of capital stock of the Corporation
shall be consecutively numbered. The name of the
Record of person owning the shares represented thereby, with
Shares. the class and number of such shares and the date of
issue, shall be entered on the Corporation's books.
All certificates surrendered to the Corporation shall be cancelled,
and no new certificate shall be issued until the
Cancellation former certificate for the same class
of and number of shares of the same class shall have
Certificates. been sur-
<PAGE> 14
13 (Article IV)
rendered and cancelled, except in accordance with procedures
established by the Board of Directors or where required by law.
SECTION 2. Transfer of Shares. Shares in the capital stock of the
Corporation shall be transferred only on the books
Transfer of the Corporation by the holder thereof in person,
of or by his attorney, upon surrender and cancella-
Shares. tion of certificates for a like class and number of shares.
SECTION 3. Regulations. The Board of Directors shall have power
and authority to make all such rules and regu-
Regulations. lations as respectively they may deem expedient,
concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint one or more transfer agents
or assistant transfer agents and one or more
Transfer registrars of transfers, and may require all stock
Agents. certificates to bear the signature of a transfer agent
Registrars. or assistant transfer agent and a registrar of transfers.
The Board of Directors may at any time terminate the
appointment of any transfer agent or any assistant transfer agent
or any registrar of transfers.
SECTION 4. Fixing Date for determination of Stockholders'
Rights. The Board of Directors is authorized from
Record Date. time to time to fix in advance a date, not exceeding
60 days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital
stock shall go into effect, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, and in such case
such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.
<PAGE> 15
(Article V) 14
SECTION 5. Dividends. The Board of Directors may from time to
time declare such dividends as they shall deem
Dividends. advisable and proper, subject to such restrictions
as may be imposed by law and the Corporation's
Certificate of Incorporation.
SECTION 6. Facsimile Signatures. In addition to the provisions for
the use of facsimile signatures elsewhere speci-
Facsimile fically authorized in these By-Laws, facsimile
Signatures. signatures of any officer or officers of this Cor-
poration may be used whenever and as authorized by
the Board of Directors.
SECTION 7. Corporate Seal. The Board of Directors shall provide
a suitable seal, containing the name of the Cor-
Corporate poration, which seal shall be in charge of the
Seal. Secretary. If and when so directed by the Board of
Directors, duplicates of the seal may be kept and be used
by the Treasurer or by any assistant secretary or assistant treasurer.
ARTICLE V
INDEMNIFICATION.
Section 1. Right to Indemnification. The Corporation shall in-
demnify and hold harmless to the fullest extent
Right to permitted by law any person who was or is made
Indemnification. or is threatened to be made a party or is involved
in any action, suit, or proceeding whether civil, criminal,
administrative or investigative ("proceeding") by reason of the fact that
he, or a person for whom he is the legal representative, is or was a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or non-profit entity, including service with
respect to employee benefit plans, against all expenses, liability, and
loss reasonably incurred or suffered by such person. The Corpora-
tion shall indemnify any person seeking indemnity in connection with
a proceeding initiated by such person only if the proceeding was
authorized by the Board of Directors of the Corporation.
<PAGE> 16
15 (Article VI)
SECTION 2. Prepayment of Expenses. The Corporation shall pay the expenses
incurred in defending any proceeding
Prepayment in advance of its final disposition provided how-
of Expenses. ever the payment of expenses incurred by a director
or officer in his capacity as a director or officer (except with
regard to service to an employee benefit plan or non-profit entity) in advance
of the final disposition of the proceeding shall be made only upon
the agreement by the director or officer to repay all amounts advanced
if it should be determined that the director or officer is not entitled
to be indemnified under this Article or otherwise.
SECTION 3. Claims. If a claim under this Article is not paid in full
within ninety days after a written claim has been
Claims. received by the Corporation the claimant may file
suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be paid in
addition the expense of prosecuting such claim. In any such action
the Corporation shall have the burden of proving that the claimant
was not eligible for indemnification under applicable law.
SECTION 4. Non-Exclusivity of Rights. The rights conferred on
any person by this Article shall not be exclusive
Non- of any other right which such person may have or
Exclusivity hereafter acquire under any statute, provision of
of Rights. the Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.
ARTICLE VI.
AMENDMENTS.
Section 1. The Board of Directors shall have power to adopt,
amend and repeal the By-Laws at any regular or
Amendments. special meeting of the Board, provided that notice
of intention to adopt, amend or repeal the By-Laws in whole or
in part shall have been included in the notice of meeting; or, without any
such notice, by a vote of two-thirds of the directors then in office.
Stockholders may adopt, amend and repeal the By-Laws at any regular or
special meeting of the stockholders by an affirmative
<PAGE> 17
(Article VI) 16
vote of holders of outstanding shares of the capital stock of the Cor-
poration having two-thirds of the votes entitled to be cast thereon,
provided that notice of intention to adopt, amend or repeal the By-
Laws in whole or in part shall have been included in the notice of
the meeting.
<PAGE> 1
Exhibit 5
August 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am Assistant General Counsel of USX Corporation, a Delaware corporation
(hereinafter the "Corporation"), and have served as counsel to the Corporation
in connection with the preparation of the Registration Statement on Form S-3
(hereinafter the "Registration Statement") for the proposed issue of the
Corporation's: (1) Debt Securities (the "Debt Securities"), (2) Preferred
Stock, (3) USX-Marathon Group Common Stock ("Marathon Stock"), (4) USX-U.S.
Steel Group Common Stock ("Steel Stock)", or (5) USX-Delhi Group Common Stock
("Delhi Stock") or any combination of the foregoing at an aggregate public
offering price of $137,281,250. The Preferred Stock, the Marathon Stock, the
Steel Stock and the Delhi Stock are collectively referred to as the "Shares".
As Assistant General Counsel, I am familiar with the Corporation's Certificate
of Incorporation and its By-laws. I have also examined, or caused those acting
under my supervision to have examined, the Registration Statement, the
Indenture between the Corporation and PNC Bank, National Association, dated as
of March 15, 1993, pursuant to which the Debt Securities will be issued (the
"Indenture"), and such other records and documents, including certificates of
government officials and corporate officers, that I have deemed necessary or
desirable in rendering the opinion set forth below. In rendering such opinion,
I have presumed the genuineness of all documents examined and the accuracy of
all statements of fact contained therein.
Based upon the foregoing, I am of the opinion that:
1. When the Debt Securities have been duly authorized and are executed and
authenticated in accordance with the terms of the Indenture and
delivered to holders against receipt of payment, the Debt Securities
will be legal, valid and binding obligations of the Corporation enforceable
against it in accordance with the terms thereof. The foregoing opinion is
qualified to the extent such enforceability may be limited by any
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and by general principles of equity.
<PAGE> 2
Securities and Exchange Commission
Page 2
August 29, 1994
2. When the Shares have been duly authorized, executed by the Corporation and
delivered against receipt of payment, the Shares will be legally issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
John A. Hammerschmidt
<PAGE> 1
EXHIBIT 23(1)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Regustration Statement on Form S-3 of our reports
dated February 8, 1994, relating to the consolidated financial statements of USX
Corporation, the financial statements of the Marathon Group, the financial
statements of the U.S. Steel Group, and the financial statements of the Delhi
Group, appearing on pages U-3, M-3, S-3, and D-3, respectively, of the Annual
Report on Form 10-K of USX Corporation for the year ended December 31, 1993.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
August 29, 1994
