As filed with the Securities and Exchange Commission on June 28, 1995
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
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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)
CALCULATION OF REGISTRATION FEE
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Title of Amount being Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Aggregate Registration
being Per Share Offering Price (a) Fee
Registered
USX-U. S.Steel 400,000 $33.00 $13,200,000 $4,552
Group Common
Stock, par value
$1 per share
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(a) Calculated in accordance with Rule 457 (c).
- --------------
Pursuant to Rule 429, the prospectus used in connection with this registration
statement will also be used in connection with Registration Statements on Form
S-8, File No.s 33-48116 and 33-54333.
<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, 1994.
2. Current Reports on Form 8-K dated March 3 and June 15, 1995.
3. Quarterly Report on Form 10-Q for the period ended March 31, 1995.
4. Proxy Statement dated March 10, 1995.
5. 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.
<PAGE> 7
SIGNATURES
The Registrant. 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-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, 1995.
USX CORPORATION
By: /s/ Lewis B. Jones
-------------------------------
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, 1995.
* C. A. Corry
------------------------------------
C. A. Corry
Chairman of the Board of Directors,
Chief Executive Officer and Director
* Robert M. Hernandez
-------------------------------------
Robert M. Hernandez
Vice Chairman & Chief Financial
Officer and Director
/s/ Lewis B. Jones
------------------------------------
Lewis B. Jones
Vice President & Comptroller
* Neil A. Armstrong
------------------------------------
Neil A. Armstrong, Director
* Victor G. Beghini
------------------------------------
Victor G. Beghini, Director
<PAGE> 8 * Jeanette G. Brown
------------------------------------
Jeanette G. Brown, 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
------------------------------------
Ray Marshall, Director
* John F. McGillicuddy
------------------------------------
John F. McGillicuddy, Director
* John M. Richman
------------------------------------
John M. Richman, Director
* Seth E. Schofield
------------------------------------
Seth E. Schofield
* John W. Snow
------------------------------------
John W. Snow, Director
* Thomas J. Usher
------------------------------------
Thomas J. Usher, Director
------------------------------------
Douglas C. Yearley, Director
*By:/s/Lewis B. Jones
------------------------------------
Lewis B. Jones
Attorney-in-Fact
EXHIBIT 5
June 28, 1995
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 400,000 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 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
Assistant General Counsel
Corporate
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
-----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated February 14,
1995, 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, 1994.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
June 28, 1995
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 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 27th day
of June, 1995.
/s/ C. A. Corry
---------------------------------
Charles A. Corry
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 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 27th day
of June, 1995.
/s/ Robert M. Hernandez
---------------------------------
Robert M. Hernandez
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 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 27th day
of June, 1995.
/s/ Neil A. Armstrong
---------------------------------
Neil A. Armstrong
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 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 27th day
of June, 1995.
/s/ Victor G. Beghini
---------------------------------
Victor G. Beghini
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 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 26th day
of June, 1995.
/s/ Jeanette G. Brown
---------------------------------
Jeanette G. Brown
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 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 27th day
of June, 1995.
/s/ James A. D. Geier
---------------------------------
James A. D. Geier
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 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 27th day
of June, 1995.
/s/ Charles R. Lee
---------------------------------
Charles R. Lee
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 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 26th day
of June, 1995.
/s/ Paul E. Lego
---------------------------------
Paul E. Lego
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 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 27th day
of June, 1995.
/s/ Ray Marshall
---------------------------------
Ray Marshall
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 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 27th day
of June, 1995.
/s/ John F. McGillicuddy
---------------------------------
John F. McGillicuddy
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 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 27th day
of June, 1995.
/s/ John M. Richman
---------------------------------
John M. Richman
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 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 26th day
of June, 1995.
/s/ Seth E. Schofield
---------------------------------
Seth E. Schofield
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 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 27th day
of June, 1995.
/s/ John W. Snow
---------------------------------
John W. Snow
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 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 27th day
of June, 1995.
/s/ Thomas J. Usher
---------------------------------
Thomas J. Usher
