As filed with the Securities and Exchange Commission on June 28, 1994
Registration No.--------------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------
USX CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 25-0996816
- ---------------------------- ---------------------------
(State of Incorporation) (IRS Employer
Identification No.)
PARITY INVESTMENT BONUS
(Full title of the Plan)
Dan D. Sandman, General Counsel and Secretary
USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776
(412) 433-1121
(Name, Address and Telephone No. of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
<CAPTION>
Title of Amount being Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Aggregate Registration
being Per Share Offering Price Fee
Registered
<S> <C> <C> <C> <C>
USX-U. S. Steel 250,000 $33.125 $8,281,250 $2,856
Group Common
Stock, par value
$1 per share
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(File No. 1-5153) by USX Corporation (hereinafter "USX," the "Company" or the
"Corporation") are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Current Reports on Form 8-K dated January 21, January 24, February 2,
February 14, February 24 and April 26, 1994.
3. The description of USX-U. S. Steel Group Common Stock contained in USX's
Registration Statement on Form 8-A filed on April 11, 1991.
All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. 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 Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is 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 Registration Statement.
Item 4. Description of Securities.
Inapplicable.
<PAGE> 3
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Securities being registered has
been passed upon for the Company by J. A. Hammerschmidt, Esq., Assistant
General Counsel - Corporate for the Company. Mr. Hammerschmidt in his
capacity as Assistant General Counsel - Corporate is paid a salary by the
Company and participates in various employee benefit plans offered to
officers of the Company generally.
Item 6. Indemnification of Directors and Officers
Article V of the USX's By-Laws provides that USX 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 USX or is or was
serving at the request of USX as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or
nonprofit entity.
USX 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 USX) 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 attorney's 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
<PAGE> 4
indemnify any such person against expenses (including attorney's 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 USX 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.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
Refer to Exhibit Index following.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
<PAGE> 5
(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, represents 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 in the registration statement.
(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 initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant'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 the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant 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, the registrant 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 by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
l933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 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 the 28th day of June, 1994.
<PAGE> 7
USX CORPORATION
/s/ Lewis B. Jones
By: -------------------------------
Lewis B. Jones
Vice President & Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 28th day of June, 1994.
* C. A. Corry
--------------------------------------
C. A. Corry, Chairman of the
Board of Directors, Chief
Executive Officer and Director
* R. M. Hernandez
--------------------------------------
R. M. Hernandez
Executive Vice President
Accounting and Finance
& Chief Financial Officer
/s/ Lewis B. Jones
--------------------------------------
Lewis B. Jones
Vice President & Comptroller
--------------------------------------
Neil A. Armstrong, Director
<PAGE> 8
* Victor G. Beghini
--------------------------------------
Victor G. Beghini, Director
* Jeanette G. Brown
--------------------------------------
Jeanette G. Brown, Director
* John H. Filer
--------------------------------------
John H. Filer, Director
* James A. D. Geier
--------------------------------------
James A. D. Geier, Director
* Charles R. Lee
--------------------------------------
Charles R. Lee, Director
* Paul E. Lego
--------------------------------------
Paul E. Lego, Director
--------------------------------------
Ray Marshall, Director
* John F. McGillicuddy
--------------------------------------
John F. McGillicuddy, Director
* John M. Richman
--------------------------------------
John M. Richman, Director
* Seth E. Schofield
--------------------------------------
Seth E. Schofield, Director
<PAGE> 9
* Thomas J. Usher
--------------------------------------
Thomas J. Usher, Director
* Douglas C. Yearley
--------------------------------------
Douglas C. Yearley, Director
/s/ Lewis B. Jones
--------------------------------------
* By: Lewis B. Jones
Attorney-in-Fact
<PAGE> 10
EXHIBIT INDEX
3 USX's Restated Certificate of Incorporation dated November 1, 1993.
(Incorporated by reference to Exhibit 3.1 to USX's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993.)
5 Opinion of J. A. Hammerschmidt, Esq., Assistant General Counsel -
Corporate of USX Corporation.
23(a) Consent of Price Waterhouse.
23(b) Consent of J. A. Hammerschmidt, Esq., Assistant General Counsel -
Corporate of USX Corporation (contained in his opinion annexed
hereto as Exhibit 5).
24 Powers of Attorney for Directors of USX Corporation.
Exhibit 5
June 28, 1994
Board of Directors
USX Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-4776
Attention: Mr. C. A. Corry
Chairman, Board of Directors
Gentlemen:
I am Assistant General Counsel - Corporate of USX Corporation, a Delaware
corporation ("USX"). I have served as counsel to USX in connection with the
proposed issuance of up to 250,000 shares of USX's USX-U. S. Steel Group
Common Stock, par value $1.00 per share (the "Shares"), in connection with the
USX Corporation Parity Investment Bonus and in the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on
Form S-8 ("Registration Statement").
As Assistant General Counsel - Corporate of USX, I am familiar with USX's
Restated Certificate of Incorporation and By-Laws. I am also familiar with
the resolutions adopted by USX's Board of Directors on June 28, 1994
authorizing the issuance of the Shares. I have examined the Registration
Statement and have examined or caused to be examined such other documents,
corporate records and certificates of corporate officers and public officials
as I have deemed relevant or necessary to giving the opinion set forth below.
Based on the foregoing, I am of the opinion that the issuance of the Shares has
been approved by all necessary corporate action and that when the Shares are
sold they will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ J. A. Hammerschmidt
J. A. Hammerschmidt
Exhibit 23.a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 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.
/s/ Price Waterhouse
PRICE WATERHOUSE
Pittsburgh, Pennsylvania
June 28, 1994
Exhibit 24
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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 G. Brown
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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 H. Filer
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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/ J. M. Richman
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
<PAGE>
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-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of shares of USX-U. S. Steel Group
Common Stock for the 1994 Parity Investment Bonus, 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
--------------------------------------
