<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 1994
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
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
================================================================================================================
<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 PER UNIT(1) OFFERING PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------------------
USX-Marathon Group Common Stock of USX
Corporation............................ 619,168 shares $18.1875 $11,261,118 $3,883.14
================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) 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.
================================================================================
<PAGE> 2
USX CORPORATION
619,168 SHARES
USX-MARATHON GROUP COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
------------------------
The USX-Marathon Group Common Stock, par value $1.00 per share (the
"Marathon Stock"), is common stock of USX Corporation ("USX or the
"Corporation") and is intended to reflect the performance of USX's energy
business that constitutes the Marathon Group of USX. The Marathon Stock is one
of three classes of common stock of USX, the others being USX-U.S. Steel Group
Common Stock ("Steel Stock") and USX-Delhi Group Common Stock ("Delhi Stock").
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.
Dividends on the Marathon Stock will be payable when, as and if declared by
the Board of Directors of USX (the "Board") out of all funds of USX legally
available therefor. The Board intends to declare and pay dividends on the
Marathon Stock based on the financial condition and results of operations of the
Marathon Group. The voting power of one share of Marathon Stock relative to one
share of each of the other classes of USX common stock will fluctuate based upon
the relative market values thereof. Upon the liquidation of USX, the rights of
the holders of the Marathon Stock and each of the other classes of USX common
stock will be based on their relative market capitalizations. Subject to certain
conditions, the Marathon Stock may be exchanged, at USX's option, for shares of
the common stock of a wholly owned subsidiary of USX to which the assets and
liabilities of the Marathon Group have been transferred as described herein.
The features of the Marathon Stock, as well as other special considerations,
are more fully discussed under "Special Considerations," "Price Range of
Marathon Stock, Dividends and Dividend Policy" and "Description of Capital
Stock."
The shares of Marathon Stock offered hereby are being sold by a stockholder
of USX. Such sales will be made from time to time at prices prevailing at the
time of sale. The stockholder will pay all underwriting discounts and
commissions. USX will bear the cost of registering the shares of Marathon Stock,
estimated to be $13,000. USX will not receive any of the proceeds from the sale
of such shares. See "Selling Stockholder."
The Marathon Stock is listed on the New York, Chicago and Pacific Stock
Exchanges. On November 29, 1994, the reported last sale price of the Marathon
Stock on the New York Stock Exchange was $18.25 per share.
------------------------
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 November 30, 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 Section 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,
June 30 and September 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.
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 Marathon Stock 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, Marathon Stock, Steel Stock and
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 66% in the first nine 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 an
interest in a titanium metal products company. U.S. Steel Group sales
as a percentage of total USX consolidated sales were 31% in the first nine
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 nine 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.
SELLING STOCKHOLDER
The selling stockholder is Carl M. Schultz, Inc. ("CMS") which owns 619,168
shares of Marathon Stock (or .2% of the outstanding shares of Marathon Stock)
which were acquired on October 11, 1994 in connection with the acquisition by
the Marathon Group of certain retail marketing properties of CMS. CMS will sell
such shares from time to time at prices prevailing at the time of sale.
USX has undertaken to file a registration statement covering the sale of
shares of Marathon Stock issued to CMS. USX will bear the costs of registering
the shares, including registration and filing fees, printing expenses and legal
and accounting expenses. The amount of expenses to be paid by USX are estimated
to be $13,000. All underwriting discounts and commissions will be paid by CMS.
3
<PAGE> 5
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 any 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, 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
4
<PAGE> 6
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.
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, $35 and $12, respectively, the per share voting rights of
Marathon Stock, Steel Stock and Delhi Stock would be one vote, 1.944 votes and
.667 vote per share, respectively. If the Marathon Stock, the Steel Stock and
the Delhi Stock had such per share voting rights as of October 31, 1994, the
holders of Marathon Stock, Steel Stock and Delhi Stock would have approximately
65%, 33% 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.
5
<PAGE> 7
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 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 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. Distributions
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.
6
<PAGE> 8
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.
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
7
<PAGE> 9
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.
PRICE RANGE OF MARATHON STOCK, DIVIDENDS AND DIVIDEND POLICY
The Marathon Stock is listed on the NYSE and the Chicago and Pacific Stock
Exchanges. The following table sets forth the range of high and low sales prices
of the Marathon Stock on the New York Stock Exchange Composite Tape (the
"Composite Tape") for the periods indicated.
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
----- ---- ---------
<S> <C> <C> <C>
1992
First Quarter..................................... 24 3/4 20 .35
Second Quarter.................................... 24 19 3/8 .35
Third Quarter..................................... 22 3/4 17 3/4 .35
Fourth Quarter.................................... 18 7/8 15 3/4 .17
1993
First Quarter..................................... 20 3/8 16 3/8 .17
Second Quarter.................................... 20 1/8 16 5/8 .17
Third Quarter..................................... 20 3/8 16 1/2 .17
Fourth Quarter.................................... 20 5/8 16 3/8 .17
1994
First Quarter..................................... 18 5/8 16 3/8 .17
Second Quarter.................................... 18 15 5/8 .17
Third Quarter..................................... 18 3/8 16 3/4 .17
Fourth Quarter (through November 29,)............. 19 1/8 17 1/8 .17
</TABLE>
On November 29, 1994, the reported last sale price of the Marathon Stock on
the Composite Tape was $18.25 per share.
On October 25, 1994, the Board declared a dividend of $.17 per share on
Marathon Stock payable December 10, 1994 to stockholders of record at the close
of business on November 4, 1994. The Board reserves the right to change the
dividend rate at any time and from time to time.
The Board intends to declare and pay dividends on the Marathon Stock based
on the financial condition and results of operations of the Marathon Group. In
making its dividend decisions, the Board will rely on the financial statements
of the Marathon Group. In determining its dividend policy, the Board will
consider, among other things, the long-term earnings and cash flow capabilities
of the Marathon Group, as well as the dividend policies of publicly traded
energy companies. While the Board does not currently intend to change such
dividend rate, it reserves the right to do so at any time and from time to time.
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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 October 31, 1994,
there were 2,099,970 shares of Adjustable Rate Preferred Stock, 6,900,000 shares
of 6.50% Convertible Preferred Stock, 287,185,917 shares of Marathon Stock,
75,830,197 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.), Ozark 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.
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"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 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.
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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 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.
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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
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
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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, $35 and $12, respectively the per
share voting rights of Marathon Stock, Steel Stock and Delhi Stock would be one
vote, 1.944 votes and .667 vote per share, respectively. If the Marathon Stock,
the Steel Stock and the Delhi Stock had such per share voting rights as of
October 31, 1994, the holders of Marathon Stock, Steel Stock and Delhi Stock
would have approximately 65%, 33% and 2% respectively, of the total voting power
of USX.
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.
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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.
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.
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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 September 30, 1994 was at least
$2.1 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.
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
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<PAGE> 17
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 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:
16
<PAGE> 18
(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."
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.
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<PAGE> 19
The Available Delhi Dividend Amount as of September 30, 1994 was at least
$104.2 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.
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.
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<PAGE> 20
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 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:
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<PAGE> 21
(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."
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 October 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 October 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
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<PAGE> 22
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.
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
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<PAGE> 23
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
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.
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.
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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 287,185,917 75,830,197 9,437,891
OUTSTANDING AS OF
OCTOBER 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> 25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee...................... $ 3,883
Costs of printing and engraving.................................... 3,000
Accounting fees and expenses....................................... 5,000
Miscellaneous expenses............................................. 1,117
-------
Total.................................................... $13,000
=======
</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> 26
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> 27
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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH OF PENNSYLVANIA, ON NOVEMBER
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 REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED
ON NOVEMBER 29, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- ------
<S> <C>
* Chairman of the Board of Directors,
........................................... Chief Executive Officer and Director
C. A. CORRY (Principal Executive Officer)
/S/ ROBERT M. HERNANDEZ Executive Vice President--
........................................... Accounting & Finance
ROBERT 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
...........................................
JAMES A. D. GEIER
* Director
...........................................
CHARLES R. LEE
* Director
...........................................
PAUL E. LEGO
Director
...........................................
RAY MARSHALL
</TABLE>
II-3
<PAGE> 28
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* 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> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<C> <S> <C>
4.1 Restated Certificate of Incorporation of USX dated November 1, 1993.
(Incorporated by reference to the USX Form 10-Q for the nine-month period ended
September 30, 1993.)
4.2 By-laws of USX dated June 28, 1994 (Incorporated by reference to
Exhibit 4.2 to Registration Statement No. 33-50191.)
4.3 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.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of J.A. Hammerschmidt, Esq. (Included in Exhibit 5.)
24. Powers of Attorney.
27. Financial Data Schedule (Incorporated by reference to the USX Form
10-Q for the nine-month period ended September 30, 1994.)
</TABLE>
<PAGE> 1
EXHIBIT 5
November 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 sale of 619,168
shares of USX-Marathon Group Common Stock (the "Shares") by CMS Inc.
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 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 the Shares have been legally
issued and are fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ 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 Registration 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
November 29, 1994
<PAGE> 1
EXHIBIT 24
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ C. A. CORRY
---------------------------------
C. A. Corry
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ LEWIS B. JONES
---------------------------------
Lewis B. Jones
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ V. G. BEGHINI
---------------------------------
V. G. Beghini
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ JEANETTE GRASSELLI BROWN
---------------------------------
Jeanette Grasselli Brown
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ JAMES A. D. GEIER
---------------------------------
James A. D. Geier
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ ROBERT M. HERNANDEZ
---------------------------------
Robert M. Hernandez
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or
any one or more of them may approve, and to do any and all other acts which
said attorneys-in-fact may deem necessary or desirable to enable
USX Corporation to comply with said Act and the rules and regulations
thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ CHARLES R. LEE
---------------------------------
Charles R. Lee
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ PAUL E. LEGO
---------------------------------
Paul E. Lego
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any
and all other acts which said attorneys-in-fact may deem necessary or desirable
to enable
USX Corporation to comply with said Act and the rules and regulations
thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ JOHN F. MCGILLICUDDY
---------------------------------
John F. McGillicuddy
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any
and all other acts which said attorneys-in-fact may deem necessary or desirable
to enable
USX Corporation to comply with said Act and the rules and regulations
thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ JOHN M. RICHMAN
---------------------------------
John M. Richman
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ SETH E. SCHOFIELD
---------------------------------
Seth E. Schofield
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ T. J. USHER
---------------------------------
T. J. Usher
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission in connection with the sale of shares of USX-Marathon Group Common
Stock by certain selling shareholders and any and all amendments to such
registration statement to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in such form as they or any
one or more of them may approve, and to do any and all other acts which said
attorneys-in-fact may deem necessary or desirable to enable USX Corporation
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 28th day of
June, 1994.
/s/ D. C. YEARLEY
---------------------------------
D. C. Yearley
