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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
______________
Date of Report (Date of earliest event reported): February 24, 1994
USX Corporation
________________________________________________________
(Exact name of registration as specified in its charter)
Delaware 1-5153 25-0996816
_______________ ____________ ___________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-4776
________________________________________ __________
(Address of principal executive offices) (Zip Code)
(412) 433-1121
_______________________________
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS.
On February 24, 1994 USX Corporation and USX Capital LLC, a
wholly-owned subsidiary ("Capital"), executed an Underwriting Agreement with
Goldman, Sachs & Co. and a group of Underwriters, named therein, relating to the
issuance of Capital of 10,000,000 shares of 8-3/4% Cumulative Monthly Income
Preferred Shares, Series A, pursuant to a registration statement on Form S-3,
File No. 33-52287.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4) Terms of the 8-3/4% Cumulative Monthly Income Preferred
Shares, Series A.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
USX CORPORATION
/s/ G.R. Haggerty
By __________________________________
G.R. Haggerty
Vice President & Treasurer
Dated: February 25, 1994
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EXHIBIT 4
TERMS OF THE
8 3/4% CUMULATIVE MONTHLY INCOME PREFERRED SHARES, SERIES A
OF
USX CAPITAL LLC
FEBRUARY 24, 1994
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TERMS OF THE 8 3/4% CUMULATIVE MONTHLY
INCOME PREFERRED SHARES, SERIES A
OF USX CAPITAL LLC
The undersigned, J.D. Low, the President and Jerry Howard, the Treasurer
of USX Capital Management Company, which acts as Manager (the "Manager") of USX
Capital LLC, a limited life company organized under the laws of the Turks and
Caicos Islands (the "Company"), DO HEREBY CERTIFY:
1. That by duly adopted resolutions of the holders of Common Stock of the
Company dated January 3, 1994, the Company authorized the issuance of up to
10,000,000 shares of Cumulative Monthly Income Preferred Shares (the "Preferred
Shares"), and pursuant to authority conferred upon the Manager as herein below
set forth; and
2. That by duly adopted resolutions of the Manager dated as of February
24, 1994, the Manager, pursuant to authority granted to it in the Articles of
Association of the Company, authorized the creation, sale and issuance of a
series of shares of preferred stock consisting of 10,000,000 shares and having
such designations, stated value, rights, privileges, restrictions, preferences
and other terms and provisions as the Manager authorized or approved as set
forth below:
RESOLVED, that pursuant to the Articles of Association of the Company (the
"Articles of Association"), the Manager hereby authorizes the issuance of a
series of Preferred Shares, $25 par value, of the Company and hereby fixes the
number, voting powers, designation, preferences, participating, optional or
other special rights and the qualifications, limitations or restrictions of,
and other matters relating to, said series as follows:
8 3/4% Cumulative Monthly Income
Preferred Shares, Series A
1. Designation. Up to 10,000,000 shares of the Preferred Shares of the
Company are hereby constituted as a series of Preferred Stock, $25 par value,
designated as "8 3/4% Cumulative Monthly Income Preferred Shares, Series A"
(hereinafter called the "Series A Preferred Shares").
2. Ranking. The Series A Preferred Shares shall, with respect to
dividend rights and rights on liquidation, dissolution or winding up, rank (i)
pari passu
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with any other series of Preferred Shares issued by the Company and (ii) prior
to any other equity securities of the Company, including the common stock of
the Company, par value $1.00 per share ("Common Stock").
3. Dividends. (a) The holders of the Series A Preferred Shares shall
be entitled to receive, when and as declared by the Company out of funds held
by the Company and legally available therefor, cumulative cash dividends at the
rate of 8 3/4% of the liquidation preference of $25 per share per annum,
calculated on the basis of a 360-day year consisting of 12 months of 30 days
each, and for any period shorter than a full monthly dividend period, dividends
will be computed on the basis of the actual number of days elapsed in such
period, and payable monthly in arrears on the last day of each calendar month
of each year, commencing March 31, 1994. Such dividends will accrue and be
cumulative whether or not they have been declared and whether or not there are
profits, surplus or other funds of the Company legally available for the
payment of dividends. Dividends on the Series A Preferred Shares shall be
cumulative from the date of original issue, and the cumulative portion from
such date to March 31, 1994 shall be payable on March 31, 1994. In the event
that any date on which dividends are payable on the Series A Preferred Shares
is not a Business Day, then payment of the dividend payable on such date will
be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay) except that, if
such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date. A "Business Day" shall mean any day
other than a day on which banking institutions in The City of New York are
authorized or required by law to close.
(b) Dividends on the Series A Preferred Shares must be declared by the
Manager of the Company in any calendar year or portion thereof to the extent
that the Manager reasonably anticipates that at the time of payment the Company
will have, and must be paid by the Company to the extent that at the time of
proposed payment it has, (x) funds legally available for the payment of such
dividends and (y) cash on hand sufficient to permit such payments. Dividends
declared on the Series A Preferred Shares will be payable to the record holders
thereof as they appear on the register for the Series A Preferred Shares on the
relevant record dates, which will be one Business Day prior to the relevant
payment dates. In the event that any date on which dividends are payable on
the Series A Preferred Shares is not a Business Day, then payment of the
dividend payable on
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such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such
payment will be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.
(c) If dividends have not been paid in full on the Series A Preferred
Shares, the Company shall not:
(i) pay, or declare and set aside for payment, any dividends of any
other series or any other preferred or preference stock of the Company
ranking pari passu with the Series A Preferred Shares as regards
participation in profits of the Company ("Company Dividend Parity Shares"),
unless the amount of any dividends declared on any Company Dividend Parity
Shares is paid on the Company Dividend Parity Shares and the Series A
Preferred Shares on a pro rata basis on the date such dividends are paid on
such Company Dividend Parity Shares, so that
(x) (A) the aggregate amount of dividends paid on the Series A
Preferred Shares bears to (B) the aggregate amount of dividends paid
on such Company Dividend Parity Shares the same ratio as;
(y) (A) the aggregate of all accumulated arrears of unpaid
dividends in respect of the Series A Preferred Shares bears to (B) the
aggregate of all accumulated arrears of unpaid dividends in respect of
such Company Dividend Parity Shares;
(ii) pay, or declare and set aside for payment, any dividends on any
shares of the Company ranking junior to the Series A Preferred Shares as to
dividends ("Company Dividend Junior Shares"); or
(iii) redeem, purchase or otherwise acquire any Company Dividend Parity
Shares or Company Dividend Junior Shares;
until, in each case, such time as all accumulated arrears of unpaid dividends
on the Series A Preferred Shares shall have been paid in full for all dividend
periods terminating on or prior to, in the case of clauses (i) and (ii), such
payment, and in the case of clause (iii), the date of such redemption, purchase
or acquisition.
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4. Redemption. (a) The Series A Preferred Shares will be redeemable at
the option of the Company and subject to the prior consent of USX, in whole or
in part from time to time, on or after March 31, 1999, upon not less than 30
nor more than 60 days' notice, at the redemption price of $25 per share, plus
accumulated and unpaid dividends (whether or not declared) (the "Redemption
Price") to the date fixed for redemption (the "Redemption Date").
(b) Upon any prepayment or repayment of principal on the loans to USX
Corporation ("USX") of the proceeds from the issuance and sale of the Series A
Preferred Shares and the Common Stock (the "Loans"), the proceeds from such
repayment of principal on the Loans to USX will be applied, subject to the
provisions in clause (iii) of paragraph 3(c) above, to redeem the Series A
Preferred Shares at the Redemption Price; provided that any such amounts may be
reloaned to USX and not used for such redemption, if at the time of each such
loan, and as determined in the judgment of the Manager, and its financial
advisor, (a) USX is not in bankruptcy, (b) USX is not in default on any loan
pertaining to Preferred Shares of any series, (c) USX has made timely payments
on the repaid loan for the immediately preceding 18 months, (d) the Company is
not in arrears on payments of dividends on the Series A Preferred Shares, (e)
USX is expected to be able to make timely payment of principal and interest on
such loan, (f) such loan is being made on terms, and under circumstances, that
are consistent with those which a lender would require for a loan to an
unrelated party, (g) such loan is being made at a rate sufficient to provide
payments equal to or greater than the amount of dividend payments required
under the Series A Preferred Shares, (h) the senior unsecured long-term debt of
USX is rated BBB- or better by Standard & Poor's Corporation or Baa3 or better
by Moody's Investors Service, Inc. or the equivalent by any other nationally
recognized statistical rating organization, (i) such loan is being made for a
term that is consistent with market circumstances and USX's financial
condition, and (j) the final maturity of such loan is not later than the 100th
anniversary of the issuance of the Series A Preferred Shares.
(c) Notwithstanding subparagraph 4(a) above, if at any time after the
issuance of the Series A Preferred Shares the Company is or would be required
to pay any Additional Amounts (as defined herein under paragraph 8) with
respect to the Series A Preferred Shares or USX is or would be required to
withhold or deduct certain amounts as described under the Payment and Guarantee
Agreement of USX dated as of March 3, 1994 (the "Guarantee") with respect to
the Series A Preferred Shares, then, subject to the prior
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consent of USX, the Company may, at its option but subject to the provisions of
clause (iii) of paragraph 3(c) above, upon not less than 30 nor more than 60
days' notice to the holders of the Series A Preferred Shares, redeem the Series
A Preferred Shares in whole, or if such requirement relates to only certain of
the Series A Preferred Shares, only the Series A Preferred Shares subject to the
requirement may be redeemed at the Redemption Price, provided that, in the case
of such a redemption of Series A Preferred Shares in part, the Company may (i)
cause the global certificate representing all of the Series A Preferred Shares
to be withdrawn from The Depository Trust Company or its successor securities
depository (see paragraph 9 herein), (ii) issue share certificates in
definitive form representing Series A Preferred Shares and (iii) redeem the
Series A Preferred Shares subject to such requirement to withhold or deduct
Additional Amounts; and provided further that, if a partial redemption would
result in a delisting of the Series A Preferred Shares from any national
securities exchange on which they are then listed, the Company may only redeem
the Series A Preferred Shares in whole.
The Company may not redeem any Series A Preferred Shares unless all
accumulated arrears of unpaid dividends have been paid on all Series A
Preferred Shares for all monthly dividend periods terminating on or prior to
the date of redemption.
5. Redemption Procedure. (a) Notice of any redemption (a "Notice of
Redemption") of the Series A Preferred Shares will be given by the Company by
mail to each record holder to be redeemed not fewer than 30 nor more than 60
days prior to the date fixed for redemption thereof. For purposes of the
calculation of the date of redemption and the dates on which notices are given
pursuant to this paragraph 5(a), a Notice of Redemption shall be deemed to be
given on the day such notice is first mailed by first class mail, postage
prepaid, to holders of record of the Series A Preferred Shares. Each Notice of
Redemption shall be addressed to the holder of record at the address of the
holder appearing in the stock register of the Company. No defect in the Notice
of Redemption or in the mailing thereof or publication of its contents shall
affect the validity of the redemption proceedings.
(b) In the event that fewer than all the outstanding Series A Preferred
Shares are to be redeemed, the Series A Preferred Shares to be redeemed (i) in
the case of an optional redemption pursuant to paragraph 4(a), will be selected
in accordance with paragraph 9 and (ii) in the case
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of an optional redemption pursuant to paragraph 4(b), will be such Series A
Preferred Shares as were subject to the requirement that Additional Amounts be
paid, or that amounts be withheld or deducted, in respect thereof. The Company
will not redeem fewer than all the outstanding Series A Preferred Shares
unless all accumulated arrears of unpaid dividends have been paid on all Series
A Preferred Shares for all monthly divided periods terminating on or prior to
the date of redemption.
(c) If the Company gives a notice of redemption in respect of Series A
Preferred Shares, then, by 12:00 noon, New York time, on the Redemption Date,
the Company will irrevocably deposit with The Depository Trust Company funds
sufficient to pay the applicable Redemption Price, and will give The Depository
Trust Company irrevocable instructions and authority to pay the Redemption Price
to the holders thereof. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
holders of Series A Preferred Shares so called for redemption will cease,
except the right of the holders of such shares to receive the Redemption Price,
but without interest. In the event that any date on which any payment in
respect of the redemption of Series A Preferred Shares is not a Business Day,
then payment of the Redemption Price payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day. In the event that payment of the Redemption Price in
respect of Series A Preferred Shares is improperly withheld or refused and not
paid either by the Company or by USX pursuant to the Guarantee, dividends on
such shares will continue to accrue, at the then applicable rate, from the
original Redemption Date to the date that the Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.
6. Liquidation Distribution. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the holders of the Series
A Preferred Shares at the time outstanding will be entitled to receive out of
the assets of the Company available for distribution to shareholders, before
any distribution of assets is made to holders of common shares or any other
class of shares of the Company ranking junior to the Series A Preferred Shares
as regards participation in assets of the Company, but together with the
holders of outstanding Preferred Shares of every others series and the holders
of every other series of
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preferred or preference stock of the Company outstanding, if any, ranking pari
passu with the Series A Preferred Shares as regards participation in the
assets of the Company ("Company Liquidation Parity Shares"), an amount equal,
in the case of the holders of the Series A Preferred Shares, to the aggregate
of the liquidation preference of $25 per Series A Preferred Share and all
accumulated and unpaid dividends (whether or not declared) to the date of
payment (the "Liquidation Distribution"). If, upon any such liquidation, the
Liquidation Distributions can be paid only in part because the Company has
insufficient assets available to pay in full the aggregate Liquidation
Distributions and the aggregate maximum Liquidation Distributions on the
Company Liquidation Parity Shares, then the amounts payable directly by the
Company on the Series A Preferred Shares and on such Company Liquidation Parity
Shares shall be paid on a pro rata basis, so that
(i) (x) the aggregate amount paid as the Liquidation Distribution on
the Series A Preferred Shares bears to (y) the aggregate amount paid as
Liquidation Distributions on the Company Liquidation Parity Shares the same
ratio as
(ii) (x) the aggregate Liquidation Distribution bears to (y) the
aggregate maximum Liquidation Distributions on the Company Liquidation Parity
Shares.
Pursuant to the Articles of Association, the Company will automatically
dissolve and be liquidated (i) when the period fixed for the duration of the
Company expires, (ii) if the Manager by resolution requires the Company to be
wound up and dissolved, (iii) upon the bankruptcy, resignation, withdrawal,
expulsion, termination, cessation or dissolution of the Manager, or (iv) upon
the bankruptcy, insolvency or liquidation of USX.
7. Voting Rights. If (i) the Company fails to pay dividends in full on the
Series A Preferred Shares for 18 consecutive monthly dividend periods; (ii) an
Event of Default (as defined in the loan agreement dated as of March 3, 1994
(the "Loan Agreement") relating to the Loans) occurs and is continuing on the
Loans; or (iii) USX is in default on any of its payment or other obligations
under the Guarantee, then the holders of a majority in liquidation preference
of the outstanding Series A Preferred Shares, together with the holders of any
other Preferred Shares of the Company having the right to vote for the
appointment of a trustee in such event, acting as a single class, will be
entitled to appoint and authorize a trustee to enforce the Company's rights
under the Loans against USX and to enforce
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the obligations undertaken by USX under the Guarantee and declare and pay
dividends on the Preferred Shares of all series. For purposes of determining
whether the Company has failed to pay dividends in full for 18 consecutive
monthly dividend periods, dividends shall be deemed to remain in arrears,
notwithstanding any payments in respect thereof, until full cumulative
dividends have been or contemporaneously are declared and paid with respect to
all monthly dividend periods terminating on or prior to the date of payment of
such full cumulative dividends. Not later than 30 days after such right to
appoint a trustee arises, the Manager will convene a general meeting for the
above purpose. If the Manager fails to convene such meeting within such 30 day
period, the holders of 10% in liquidation preference of the outstanding Series
A Preferred Shares and such other Preferred Shares will be entitled to convene
such meeting. The provisions of the Articles of Association relating to the
convening and conduct of the general meetings of shareholders will apply with
respect to any such meeting. Any trustee so appointed shall vacate office
immediately, subject to the terms of such other Preferred Shares, if the
Company (or USX pursuant to the Guarantee) shall have paid in full all
accumulated and unpaid dividends on the Series A Preferred Shares (if the event
which gave rise to such appointment was clause (i) of this paragraph) or such
default or breach by USX, as the case may be, shall have been cured.
If any resolution is proposed for adoption by the shareholders of the
Company providing for, or the Manager otherwise proposes to effect, (x) any
variation or abrogation of the rights, preferences and privileges of the Series
A Preferred Shares, whether by way of amendment to the Company's Articles of
Association, resolution or otherwise (including, without limitation, the
authorization or issuance of any shares of the Company ranking, as to
participation in the profits or assets of the Company, senior to the Series A
Preferred Shares, or the issuance of any debt by the Company), or (y) the
liquidation, dissolution or winding up of the Company, then the holders of
outstanding Series A preferred Shares (and, in the case of a resolution
described in clause (x) above which would adversely affect the rights,
preferences or privileges of any Company Dividend Parity Shares or any Company
Liquidation Parity Shares, such Company Dividend Parity Shares or such Company
Liquidation Parity Shares, as the case may be, or, in the case of any
resolution described in clause (y) above, all Company Liquidation Parity
Shares) will be entitled to vote on such resolution or action of the Manager
(but not on any other resolution or action), and such resolution or action
shall not be effective except with
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the approval of the holders of 66-2/3% in liquidation preference of such
outstanding shares; provided, however, that no such approval shall be required
under clauses (x) and (y) if the liquidation, dissolution or winding up of the
Company is proposed or initiated upon the initiation of proceedings, or after
proceedings have been initiated, for the liquidation, dissolution or winding up
of USX.
The rights attached to the Series A Preferred Shares will be deemed not to
be varied by the creation or issue of, and no vote will be required for the
creation of any further shares of the Company ranking junior to or pari passu
with the Series A Preferred Shares with regard to participation in the profits
or assets of the Company. Holders of Series A Preferred Shares have no
preemptive rights. The rights attached to the Series A Preferred Shares will be
deemed to be varied by the issuance of any debt by the Company, and a vote will
be required for the issuance of any debt by the Company.
Any required approval of holders of Series A Preferred Shares may be given
at a separate meeting of such holders convened for such purpose, at a general
meeting of shareholders of the Company or pursuant to written consent. The
Company will cause a notice of any meeting at which holders of the Series A
Preferred Shares are entitled to vote, or of any matter upon which action by
written consent of such holders is to be taken, to be mailed to each holder of
record of Series A Preferred Shares. Each such notice will include a statement
setting forth (i) the date of such meeting or the date by which such action is
to be taken, (ii) a description of any resolution proposed for adoption at such
meeting on which such holders are entitled to vote or of such matter upon which
written consent is sought and (iii) instructions for the delivery of proxies or
consents.
No vote or consent of the holders of the Series A Preferred Shares will be
required for the Company to redeem and cancel Series A Preferred Shares in
accordance with the Articles of Association and these terms.
Notwithstanding that holders of Series A Preferred Shares are entitled to
vote or consent under any of the circumstances described above, any of the
Series A Preferred Shares that are owned by USX or any entity owned more than
50% by USX, either directly or indirectly, shall not be entitled to vote or
consent and shall, for the purposes of such vote or consent, be treated as if
they were not outstanding.
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8. Additional Amounts. All payments in respect of the Series A Preferred
Shares by the Company will be made without withholding or deduction for or on
account of any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied upon or as a result of such
payment by or on behalf of the Turks and Caicos Island or any authority therein
or thereof having power to tax, unless the withholding or deduction of such
taxes, duties, assessments or governmental charges is required by law. In that
event, the Company will pay as a dividend such additional amounts as may be
necessary in order that the net amounts received by the holders of the Series A
Preferred Shares after such withholding or deduction will equal the amount
which would have been receivable in respect of such Series A Preferred Shares
in the absence of such withholding or deduction ("Additional Amounts") except
that no such additional amounts will be payable to a holder of Series A
Preferred Shares (or a third party on such holder's behalf) with respect to
Series A Preferred Shares:
(a) if such holder is liable for such taxes, duties, assessments or
governental charges in respect of such Series A Preferred Shares by reason
of such holder's having some connection with the Turks and Caicos Islands
other than being a holder of such Series A Preferred Shares, or
(b) if the Company has notified such holder of the obligation to
withhold taxes and requested but not received from such holder a declaration
of non-residence or other similar claim for exemption, and such withholding
or deduction would not have been required had such declaration or similar
claim been received.
9. Book-Entry-Only Issuance; The Depositiory Trust Company. The Depository
Trust Company ("DTC") will act as securities depository for the Series A
Preferred Shares. The Series A Preferred Shares will be issued only in the form
of one or more fully-registered global securities representing in the aggregate
the total number of Series A Preferred Shares and registered in the name of
Cede & Co (DTC's nominee).
Redemption notices shall be sent to Cede & Co. If less than all of the
Series A Preferred Shares are being redeemed, shares to be redeemed shall be
determined in accordance with DTC's practice which at the date hereof is to
determine by lot the amount of the interest of each direct participant in such
series to be redeemed.
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DTC may discontinue providing its services as securities depository with
respect to the Series A Preferred Shares at any time by giving reasonable
notice to the Company. Under such circumstances, in the event that a successor
securities depository is not obtained, Series A Preferred Share certificates
are required to be printed and delivered. Additionally, in the event that the
Company or USX is or would be required to withhold or deduct Additional
Amounts in regard to only certain of the Series A Preferred Shares, the Company
may cause all of the Series A Preferred Shares to be issued in definitive form.
Thereafter, upon surrender of the global certificate or certificates, Series A
Preferred Shares may be issued in definitive form, and the Series A Preferred
Shares to which the Additional Amounts relate will be redeemed.
10. Guarantee of Liabilities and Keep Well. It shall be a condition
precedent to the issuance of the Series A Preferred Shares that USX execute a
guarantee of payment of all liabilities of the Company to the extent not paid
by the Company (other than obligations to holders of Series A Preferred Shares,
which will be separately guaranteed to the extent set forth in the payment and
guarantee agreement between USX and the Company (the "Guarantee")) for the
benefit of, and enforceable by, third parties to whom the Company owes such
obligations. Additionally, USX and the Manager will enter into an agreement
(the "Keep Well Agreement") whereby USX will cause the Manager to all all times
have at least $1.00 more than its cash obligations.
IN WITNESS WHEREOF, USX CAPITAL LLC has caused this Certificate to be
signed by one of the officers of its Manager, and to be attested to by the
Treasurer of the Manager, as of the 24th day of February, 1994.
USX CAPITAL LLC
/s/ J. D. Low
By _________________________
J. D. Low
President of USX
Capital Management
Company, as Manager of
USX Capital LLC
/s/ Jerry Howard
Attest:_________________
Jerry Howard
Treasurer of USX
Capital Management
Company
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