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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1995
REGISTRATION NO. 33-60172
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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USX CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 25-0996816
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219-4776
(Address of principal executive offices) (Zip Code)
TELEPHONE NUMBER (412) 433-1121
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D. D. Sandman
GENERAL COUNSEL AND SECRETARY
USX CORPORATION
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219-4776
(412) 433-1117
(Name, address and telephone number of agent for service)
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PROSPECTUS
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USX-U.S. STEEL GROUP COMMON STOCK DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
USX CORPORATION
USX-U.S. STEEL GROUP COMMON STOCK
($1 PAR VALUE)
To the Holders of USX-U.S. Steel Group Common Stock:
We are pleased to send you this Prospectus describing the USX-U.S. Steel
Group Common Stock Dividend Reinvestment and Stock Purchase Plan as in effect
beginning March 11, 1995. The Plan provides you with a simple and convenient
method to purchase additional shares of USX-U.S. Steel Group Common Stock.
Some of the significant features of the Plan are:
-- You may purchase additional shares of Steel Stock at a price
reflecting a discount initially of 3%.
-- You may make such purchases through the reinvestment of quarterly
dividends of up to $35,000 on your shares of Steel Stock. Dividends
in excess of $35,000 may be reinvested with permission of USX.
-- You may also make such purchases through monthly optional cash
payments (minimum-$50) up to $5,000. Monthly cash payments in excess
of $5,000 may be made with permission of USX and at a discount which
will be from 0 to 3%.
-- You will not be charged brokerage commissions for purchases made
under the Plan.
-- Holders of shares in broker or nominee name may participate in the
Plan.
-- Your recordkeeping will be simplified since you will receive
periodic statements of your account.
-- You may deposit shares held by you and registered in your name into
the Plan and thereby avoid the need for safekeeping of certificates.
This Prospectus contains complete information in an easy-to-read,
question-and-answer format, and I urge you to read it carefully.
Your participation is entirely voluntary, and you may begin or terminate
your participation at any time. If you are already enrolled in the Plan, your
enrollment will be continued unless you notify USX Corporation otherwise. If you
wish to join the Plan or change your investment option, please complete and sign
an Authorization Form and return it to USX Corporation.
We hope you will find this Plan to be of interest. We believe it offers you
an attractive way to increase your investment in Steel Stock.
Sincerely,
C. A. Corry
Chairman, Board of Directors
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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.
February 3, 1995 ------------------
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TABLE OF CONTENTS
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PAGE
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Available Information................................................................. 2
Documents Incorporated by Reference................................................... 2
USX Corporation....................................................................... 3
The Steel Stock....................................................................... 3
Summary of Plan....................................................................... 4
The Plan.............................................................................. 6
Purpose.......................................................................... 6
Participation Options............................................................ 6
Advantages and Disadvantages..................................................... 6
Administration................................................................... 7
Participation.................................................................... 7
Purchases........................................................................ 9
Optional Cash Payments and Reinvestment of Dividends............................. 11
Costs............................................................................ 13
Federal Income Tax Consequences to Participants.................................. 14
Reports to Participants.......................................................... 15
Dividends on Plan Shares......................................................... 16
Certificates for Shares.......................................................... 16
Other Information................................................................ 17
Price Range of Steel Stock, Dividends and Dividend Policy............................. 20
Special Considerations................................................................ 21
Management and Accounting Policies.................................................... 24
Legal Opinions........................................................................ 25
Experts............................................................................... 25
Underwriters.......................................................................... 26
Glossary.............................................................................. 27
Schedule I--List of Important Dates in 1995 and 1996.................................. S-1
Annex I--Summary of Common Stock...................................................... I-1
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AVAILABLE INFORMATION
USX Corporation ("USX") is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy and information statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy and
information statements and other information, including the Registration
Statement of which this Prospectus is a part, filed by USX can be inspected and
copied at prescribed rates at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, 75 Park Place, New
York, New York 10007, and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. In addition, such reports, proxy and
information statements and other information are available for inspection at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005, The Chicago
Stock Exchange, 120 S. LaSalle Street, Chicago, Illinois 60603, and Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104, on which stock
exchanges the Steel Stock is listed.
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NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION WHERE SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by USX with the Securities and Exchange
Commission are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30,
and September 30, 1994.
3. Current Reports on Form 8-K dated January 21, January 24, February 2,
February 14, February 24 and April 26, 1994.
4. The description of the Steel Stock contained in Registration Statement
on Form 8-A filed on April 11, 1991.
All documents filed by USX pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date hereof, and prior to the termination of
any offering hereunder, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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 herein by reference 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 WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, TO EACH
PERSON TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED A COPY OF ANY OF THE
DOCUMENTS INCORPORATED HEREIN BY REFERENCE (NOT INCLUDING THE EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO USX CORPORATION, 600 GRANT
STREET, PITTSBURGH, PENNSYLVANIA 15219-4776, ATTENTION: SHAREHOLDER SERVICES,
TELEPHONE (412) 433-4801.
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USX CORPORATION
The following discussion is a brief description of USX and is qualified in
its entirety by reference to the documents incorporated herein under
"Incorporation of Certain Documents by Reference". Readers of this Prospectus
are encouraged to refer to such incorporated documents for a more complete
description of USX.
USX is a diversified company engaged in the steel business through its U.S.
Steel Group, in the energy business through its Marathon Group and in the gas
gathering and processing business through its Delhi Group.
USX has three classes of common stock: USX-U.S. Steel Group Common Stock
("Steel Stock"), USX-Marathon Group Common Stock ("Marathon Stock") and
USX-Delhi Group Common Stock ("Delhi Stock") (such three classes collectively,
the "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 Steel Stock, Marathon 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 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 and leasing and financing activities. U.S.
Steel Group sales as a percentage of total consolidated USX sales were 31% in
each of 1994 and 1993 and 28% in 1992.
The Marathon Group includes Marathon Oil Company and certain other
subsidiaries of USX. The Marathon Group is 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 businesses now included in the Delhi Group) as
a percentage of total consolidated USX sales were 66% in each of 1994 and 1993
and 69% in 1992.
The Delhi Group includes Delhi Gas Pipeline Corporation and certain other
subsidiaries which are engaged in the purchasing, gathering, processing,
transporting and marketing of natural gas. Prior to establishment of the Delhi
Group on October 2, 1992, these businesses were included in the Marathon Group.
Sales from the businesses included in the Delhi Group as a percentage of total
consolidated USX sales were 3% in each of 1994, 1993 and 1992.
USX was incorporated in 1901 and is a Delaware corporation. Executive
offices are located at 600 Grant St., Pittsburgh, PA 15219-4776 (tel: (412)
433-1121). The term "USX" when used herein refers to USX Corporation or USX
Corporation and its subsidiaries, as required by the context.
THE STEEL STOCK
The Steel Stock is intended to reflect the performance of the Steel and
Related Businesses and other businesses which constitute the U.S. Steel Group.
The Steel Stock is one of three classes of USX common stock, the others being
Marathon Stock and Delhi Stock which are intended to reflect the performance of
the Marathon Group and the Delhi Group, respectively. A portion of USX's
corporate assets and liabilities are attributed to each of the U.S. Steel Group,
the Marathon Group and the Delhi Group. For certain special considerations
relating to the Common Stock, including dividend limitations and dividend
policies affecting holders of Steel Stock, see "Special Considerations" and
"Price Range of Steel Stock, Dividends and Dividend Policy." For information
regarding accounting matters and policies affecting the Common Stock, see
"Management and Accounting Policies."
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SUMMARY OF PLAN
The following summary description of the USX-U.S. Steel Group Common Stock
Dividend Reinvestment and Stock Purchase Plan (the "Plan") is qualified by
reference to the full text of the Plan which is set forth below. Terms used in
the summary have the meanings attributed to them in the Plan. See "Glossary."
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PURPOSE OF PLAN The Plan provides owners of Steel Stock with a convenient and
economical method of investing cash dividends paid on Steel Stock
and optional cash payments in additional shares of Steel Stock at
a discount from the market price and without payment of any
brokerage commission or service charge.
PURCHASE PRICE The price to be paid for shares of Steel Stock purchased under the
Plan will be a price reflecting an initial discount of 3% (subject
to change at any time at the discretion of USX) from the market
price for reinvestment of cash dividends and optional cash
payments of up to $5,000 and a discount of 0 to 3% (the "Waiver
Discount") from the market price for the investment of optional
cash payments in excess of $5,000.
The Plan provides that shares to be offered may be either newly
issued shares or shares purchased on the open market. The Purchase
Price under the Plan, for newly issued shares, is the average of
the daily high and low sales prices of the Steel Stock on the New
York Stock Exchange (the "NYSE") during a Pricing Period
consisting of the twelve Trading Days preceding the Investment
Date, and for shares purchased on the open market is the weighted
average price paid for such shares, less in each case any discount
then applicable under the Plan.
PLAN LIMITATIONS Dividends which may be reinvested are subject to a limitation of
$35,000 per dividend payment date and optional cash which may be
invested is subject to a minimum of $50 and a maximum of $5,000
per month. Reinvestment of dividends in excess of $35,000 and
optional cash payments in excess of $5,000 may be made only
pursuant to a written Request for Waiver accepted by USX.
OPTIONAL CASH PAYMENTS With respect to optional cash payments in excess of $5,000, USX
will establish a Waiver Discount and, if necessary, a minimum
price applicable to the purchase of Steel Stock (the "Threshold
Price") each month two business days prior to the Record Date. The
Waiver Discount, which may vary each month between 0 and 3%, will
be established in USX's sole discretion after a review of current
market conditions, the level of participation and current and
projected capital needs. For each Trading Day of the related
twelve-day Pricing Period on which the Threshold Price is not
satisfied, one-twelfth of a Participant's optional cash payment
will be returned without interest.
Optional cash payments that do not exceed $5,000 and the
reinvestment of dividends in additional shares of Steel Stock will
not be subject to the Waiver Discount or to the Threshold Price.
Optional cash payments of less than $50 and that portion of any
optional cash payment which exceeds the maximum monthly purchase
limit, unless such limit has been waived, are subject to return to
the Participant, without interest.
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REQUEST FOR WAIVER In deciding whether to approve a Request for Waiver, USX will
consider relevant factors including, but not limited to, whether
it is then selling authorized but unissued or treasury shares of
Steel Stock under the Plan or acquiring shares for the Plan
through open market purchases or privately negotiated
transactions, USX's need for additional funds, the attractiveness
of obtaining such additional funds by the sale of Steel Stock by
comparison to other sources of funds, the Purchase Price likely to
apply to any sale of Steel Stock, the Participant submitting the
request, the extent and nature of such Participant's prior
participation in the Plan, the number of shares of Steel Stock
held of record by such Participant and the aggregate amount of
such dividends and optional cash payments in excess of the
allowable maximum amounts for which requests have been submitted
by all Participants. If such requests are submitted for any
Investment Date for an aggregate amount in excess of the amount
USX is then willing to accept, USX may honor such requests in
order of receipt, pro rata or by any other method which USX
determines to be appropriate.
USX expects that, based upon current conditions, it will grant
waivers of the limitations on reinvested dividends and optional
cash purchase amounts if such waivers are requested. The number of
shares that will be sold pursuant to the Plan will be increased to
the extent it grants such requests. USX has no arrangements or
understandings, formal or informal, with any person relating to
the distribution of shares to be received pursuant to the Plan.
Broker-dealers, financial intermediaries and other persons who
acquire shares of Steel Stock through the Plan and resell them
shortly after acquiring them may be considered to be underwriters
within the meaning of the Securities Act of 1933 (the "Securities
Act"). USX expects certain of such persons will acquire shares of
Steel Stock pursuant to the Plan and resell such shares in order
to obtain the financial benefit of any discount then being offered
under the Plan. As of December 31, 1994, there were 2,232,878
shares of Steel Stock authorized to be issued and registered under
the Securities Act for offering pursuant to the Plan. Because USX
currently expects to continue the Plan indefinitely, it expects to
authorize for issuance and register under the Securities Act addi-
tional shares from time to time as necessary for purposes of the
Plan. See "Underwriters."
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THE PLAN
The following questions and answers explain and constitute the USX--U.S.
Steel Group Common Stock Dividend Reinvestment and Stock Purchase Plan ("Plan"),
as in effect beginning March 11, 1995.
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide eligible holders of shares of
Steel Stock with a convenient and economical method of investing cash dividends
and optional cash payments in additional shares of Steel Stock without payment
of any brokerage commissions or service charge in connection with purchases.
Purchases of shares directly from USX pursuant to the Plan will provide USX with
additional funds for the general business purposes of the U.S. Steel Group.
PARTICIPATION OPTIONS
2. What options are available under the Plan?
If you are an eligible holder of Steel Stock and wish to become a
participant in the Plan (a "Participant"), you may have dividends on all or a
portion of your shares of Steel Stock automatically reinvested. You may not,
however, have dividends in excess of $35,000 reinvested on any dividend payment
date without the prior written approval of USX. If you wish, you may also make
optional cash payments to purchase Steel Stock, subject to a minimum per month
of $50 and a maximum per month of $5,000. USX may permit greater optional cash
payments. (See Question 14.) You may make optional cash payments even if the
dividends on your shares of Steel Stock are not being reinvested.
ADVANTAGES AND DISADVANTAGES
3. What are the advantages and disadvantages of the Plan?
Advantages
(A) Subject to the minimum and maximum amounts set forth in Question 2, the
Plan provides you with the opportunity to reinvest your Steel Stock dividends
automatically in additional shares of Steel Stock and to make monthly optional
cash payments to purchase Steel Stock, all at a discount initially of three
percent (as described in Question 12). USX in its discretion may at any time
eliminate or change the discount effective immediately.
(B) You pay no brokerage commissions in connection with your purchases
under the Plan. (See Question 18.)
(C) Your dividends and any optional cash payments will be fully invested
because the Plan permits fractional shares to be credited to your Plan account.
Dividends on such fractional shares, as well as on whole shares, will be
reinvested in additional shares and such shares will be credited to your Plan
account. (See Question 11.)
(D) You will avoid the need for safekeeping of stock certificates for
shares credited to your Plan account. (See Questions 4 and 11.)
(E) You may submit Steel Stock certificates held by you and registered in
your name for safekeeping within the Plan. (See Question 4.)
(F) Participants who are Registered Owners may direct the Plan
Administrator to sell or transfer all or a portion of the Participants shares
held in the Plan. (See Questions 18, 26, 37 and 38).
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(G) Periodic statements reflecting all current activity, including
purchases and latest balance, will simplify recordkeeping for Registered Owners.
(See Question 22.)
Disadvantages
(A) Participants will not know the actual number of shares purchased until
after the Pricing Period.
(See Question 11.)
(B) The Purchase Price paid may exceed the price at which shares are
trading on the Investment Date when the shares are issued. (See Question 12.)
(C) Execution of sales of shares held in the Plan may be subject to delay.
(See Question 26.)
(D) No interest will be paid on funds held by USX pending reinvestment or
investment. (See Questions 12, 16 and 17.)
(E) Shares deposited in a Plan account may not be pledged. (See Question
32.)
(F) That portion of optional cash payments in excess of the allowable
monthly maximum amount for which a written waiver has not been obtained will not
be returned until after the end of the Pricing Period. (See Questions 14 and
17.)
ADMINISTRATION
4. Who administers the Plan for Participants?
USX currently administers the Plan, keeps records, sends statements of
account to you and performs other duties related to the Plan. Shares purchased
for you through the Plan or deposited by you for safekeeping in the Plan
(collectively "Plan Shares") will be registered and held in the name of USX as
agent until a written request is received from you for the sale of or issuance
of certificates for all or part of your Plan Shares. (See Question 24.) USX also
acts as dividend disbursing and transfer agent for the Steel Stock. USX may
appoint a different administrator for the Plan at any time. USX believes that
its serving as administrator rather than a registered broker/dealer or federally
insured banking institution poses no material risk to participants.
PARTICIPATION
5. Who is eligible to participate?
You are an eligible holder of Steel Stock and may therefore participate in
the Plan if you qualify as either of the following: (a) you are a shareholder
whose shares of Steel Stock are registered on the stock transfer books of USX in
your name (a "Registered Owner") or (b) you are a shareholder who has beneficial
ownership of shares of Steel Stock that are registered in a name other than your
name (e.g., in the name of a broker, bank or other nominee) (a "Beneficial
Owner"). A Registered Owner may participate in the Plan directly. If you are a
Beneficial Owner, you must either become a Registered Owner by having such
shares transferred into your own name, or make arrangements with your broker,
bank or other nominee to participate in the Plan on your behalf. USX reserves
the right to exclude from participation in the Plan persons who utilize the Plan
to engage in short-term trading activities which cause aberrations in the
composite trading volume of Steel Stock.
You are not eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for USX to permit your participation.
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6. Is partial participation possible under the Plan?
Yes. If you elect to have dividends on your shares of Steel Stock
reinvested under the Plan, such reinvestment may be made with respect to any
number of shares of Steel Stock which are registered in your name. In addition,
a broker, bank or nominee holding Steel Stock for more than one Beneficial Owner
may participate in the Plan on behalf of less than all such Beneficial Owners.
The dividends on all Plan Shares, however, will be automatically reinvested.
7. How does an eligible holder of Steel Stock participate or change options
under the Plan?
If you are a Registered Owner of Steel Stock, you may join the Plan by
signing an Authorization Form and returning it to:
USX Corporation
Shareholder Services
600 Grant Street, Room 611
Pittsburgh, PA 15219-4776
(Telephone: (412) 433-4801)
An Authorization Form may be obtained at any time by request to USX at the same
address. Once enrolled in the Plan, you will continue to be enrolled without
further action on your part. You may change your investment option at any time
by completing, signing and returning a new Authorization Form to USX. If your
shares are registered in more than one name (e.g., joint tenants, trustees,
etc.), all Registered Owners, including fiduciaries, must sign the Authorization
Form exactly as their names appear on the account registration.
If you are a Beneficial Owner who wishes to participate in the Plan, you
must instruct the broker, bank or nominee in whose name your shares are
registered to complete and sign the Authorization Form and return it to USX. In
certain situations where the broker, bank or nominee holds shares of a
Beneficial Owner in the name of a securities depository, a Broker and Nominee
Form ("B/N Form") may be required to participate in the Plan. (See Question 13.)
If you are a current Participant in the Plan and wish to continue in the
Plan, you do not need to complete and return a new Authorization Form unless you
wish to change your investment option.
8. When may an eligible shareholder join the Plan?
An eligible holder of Steel Stock may join the Plan at any time.
Reinvestment of dividends will start with the next dividend payment date after
receipt of an Authorization Form, provided it is received by USX on or before
the record date for that dividend; otherwise, reinvestment of dividends will
begin with the next following dividend payment date. See Questions 13 and 16 for
information on making an optional cash payment and the timing of such payment.
The Board of Directors normally considers dividend action on the last
Tuesday of each January, April, July and October, with record dates for such
dividends in the months of February, May, August and November. The dividend
payment dates normally occur on the tenth day of March, June, September and
December, but if any such day falls on a Sunday, the dividend is usually paid on
the preceding day. The attached Schedule I shows the expected dates for 1995 and
1996 (the actual dates will be determined by the Board).
You will remain a Participant in the Plan until you withdraw from the Plan
or the Plan is terminated. (See Question 26 regarding withdrawal from the Plan
and Question 43 regarding termination of the Plan.)
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9. What does the Authorization Form provide?
The Authorization Form appoints USX as your agent for purposes of the Plan.
It also directs USX to apply to the purchase of additional shares of Steel Stock
all of the cash dividends on (i) the number of shares of Steel Stock held by you
on the applicable record date and designated by you to be included in the Plan
and (ii) all whole and fractional shares of Steel Stock which have been credited
to your Plan account through the reinvestment of dividends, purchases with
optional cash payments and through certificate deposit. The Authorization Form
also directs USX to purchase additional shares of Steel Stock with any optional
cash payments that may be made by you and to reinvest automatically all
subsequent cash dividends on Plan Shares. Cash dividends will continue to be
reinvested on all Plan Shares until you withdraw from the Plan or the Plan is
terminated. No dividend payable in any manner other than cash will be reinvested
pursuant to the Plan. (See Questions 39 and 40 concerning stock dividends, stock
splits and rights offerings.)
The Authorization Form provides for the purchase of additional shares of
Steel Stock through the following investment options:
(A) "Full Dividend Reinvestment"
This option directs USX to invest in accordance with the Plan cash
dividends on all shares of Steel Stock held by you and on all whole and
fractional Plan Shares. This option also permits you to make optional cash
payments and directs USX to apply such payments to the purchase of
additional shares of Steel Stock in accordance with the Plan.
(B) "Partial Dividend Reinvestment"
This option directs USX to invest in accordance with the Plan cash
dividends on that number of whole shares of Steel Stock held by you which
are designated in the appropriate space on the Authorization Form and on
all whole and fractional Plan Shares. This option also permits you to make
optional cash payments and directs USX to apply such payments to the
purchase of additional shares of Steel Stock in accordance with the Plan.
(C) "Optional Cash Payments Only"
This option permits you to make optional cash payments and directs USX
to apply such payments to the purchase of additional shares of Steel Stock
in accordance with the Plan. If this option is selected, you will continue
to receive cash dividends on shares held by you, and USX will apply only
optional cash payments received for the purchase of additional Steel Stock.
Once purchased pursuant to the Plan, additional shares of Steel Stock will
be credited to your Plan account and will be considered Plan Shares. As
Plan Shares, the cash dividends on such shares will be automatically
reinvested in additional shares of Steel Stock. If you wish to receive
payment of cash dividends on Plan Shares, you must withdraw such shares
from the Plan by written notification to USX at the address set forth in
Question 7.
IF YOU RETURN AN AUTHORIZATION FORM BUT MAKE NO SELECTION, YOU WILL BE
ENROLLED AS HAVING SELECTED FULL DIVIDEND REINVESTMENT. In all cases, cash
dividends on all Plan Shares will be reinvested in accordance with the Plan,
including cash dividends on such shares purchased with optional cash payments.
PURCHASES
10. How are shares of Steel Stock purchased under the Plan?
USX will apply reinvested dividends and optional cash payments to purchase
shares of Steel Stock for Participants directly from USX, through open market
purchases or through privately negotiated transactions.
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Shares purchased directly from USX will consist of authorized but unissued
shares or shares held in USX's Treasury account. In the event that shares are
not purchased from USX, an independent agent (who will be either a broker/dealer
or a bank) will purchase shares for Participants on any securities exchange
where the Steel Stock is traded, in the over-the-counter market or in privately
negotiated transactions. Neither USX nor any Participant shall have any
authority or power to direct the time or price at which shares may be purchased
on the open market, or the selection of the broker or dealer through or from
whom purchases are to be made.
11. How many shares will be purchased for Participants?
The number of shares that will be purchased for your account will depend on
the amount of any dividends and any optional cash payments and the applicable
Purchase Price of Steel Stock. See Question 12. Your Plan account will be
credited with the number of shares (including any fractional share computed to
three decimal places) that results from dividing the amount of dividends and any
optional cash payment to be invested for you by the applicable Purchase Price.
The amount of dividends for purposes of this computation will include cash
dividends paid on the shares of Steel Stock held by you with respect to which
you are participating and all Plan Shares in your Plan account, whether
purchased with reinvested dividends or with your optional cash payments or
deposited by you for safekeeping.
The Plan will not affect USX's dividend policy for Steel Stock nor does it
constitute a guarantee of future dividends. Such dividend policy and the amount
of dividends, if any, will continue to be determined by the Board of Directors
based primarily upon the financial condition and results of operations of the
U.S. Steel Group.
12. When and at what price will shares of Steel Stock be purchased under the
Plan?
When will shares be purchased? If USX is then selling authorized but
unissued or treasury shares, dividends and optional cash payments will be
reinvested or invested, as the case may be, on the dividend payment date during
a month in which a cash dividend is paid (see Question 8) and, in any other
month, will be the tenth calendar day of such month (in either case, the
"Investment Date"). However, if either the dividend payment date or such tenth
day falls on a date when the NYSE is closed, the Investment Date will be the
first day following on which the NYSE is open.
If shares are acquired for the Plan through open-market or privately
negotiated transactions, for the purpose of making purchases, all dividends and
all optional cash payments will be applied to the purchase of Steel Stock
pursuant to the Plan as soon as practicable on or after the applicable
Investment Date.
NO INTEREST WILL BE PAID ON FUNDS HELD BY USX PENDING REINVESTMENT OR
INVESTMENT.
What is the Purchase Price? Shares purchased directly from USX under the
Plan with reinvested dividends and optional cash payments will be acquired at a
price to you, computed to three decimal places, obtained by averaging the daily
high and low sales prices of Steel Stock on the NYSE for the twelve Trading Days
(as defined below) immediately preceding the relevant Investment Date and
subtracting from such average the appropriate discount then applicable under the
Plan. A "Trading Day" means a day on which trades of the Steel Stock are
reported on the NYSE and the period encompassing the twelve Trading Days
immediately preceding a relevant Investment Date is the relevant "Pricing
Period".
Shares purchased under the Plan through open-market purchases or
privately-negotiated transactions with either reinvested dividends or optional
cash payments will be acquired as soon as practicable on or after the applicable
Investment Date at a price to you, computed to three decimal places, of the
weighted average price paid for such shares by USX and subtracting from such
average the appropriate discount then applicable
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<PAGE> 13
under the Plan. (See Question 14 for a discussion of the Waiver Discount and
Threshold Price limit applicable to optional cash purchases in excess of
$5,000.)
OPTIONAL CASH PAYMENTS AND REINVESTMENT OF DIVIDENDS
13. How do optional cash payments work?
Each month, USX will apply any optional cash payment in good funds timely
received from you to the purchase of Steel Stock for your account on the
relevant Investment Date or, if shares are acquired through open-market or
privately negotiated transactions, as soon as practicable on or after the
Investment Date. (See Question 16 and Schedule I regarding the key dates for
optional cash payments and the timely receipt of such payments.)
All Registered Owners of Steel Stock, including brokers, banks and nominees
with respect to shares registered in their name on behalf of a Beneficial Owner
(discussed below), who have submitted a signed Authorization Form are eligible
to make optional cash payments at any time. A broker, bank or nominee, as holder
on behalf of a Beneficial Owner, may utilize an Authorization Form for optional
cash payments unless it holds the shares in the name of a securities depository.
In the event a broker, bank or nominee holds shares of a Beneficial Owner in the
name of a securities depository, optional cash payments must be accompanied by a
Broker and Nominee form ("B/N Form").
The B/N Form provides the sole means whereby a broker, bank or other
nominee holding shares on behalf of a Beneficial Owner in the name of a
securities depository may invest optional cash payments on behalf of such
Beneficial Owner. In such case, the broker, bank or other nominee must use a B/N
Form for transmitting optional cash payments on behalf of the Beneficial Owner.
A B/N Form must be delivered to USX at the address specified in Question 7 each
time that such broker, bank or other nominee transmits optional cash payments on
behalf of a Beneficial Owner. B/N Forms will be furnished by USX upon request.
Optional cash payments may not be withdrawn except as provided in the Plan.
(See Question 17.)
14. What are the limitations on reinvestment of dividends and optional cash
payments and how are waivers obtained?
Minimum/Maximum Limits. For any dividend payment date, the amount of
dividends that may be reinvested in additional shares of Steel Stock is limited
to $35,000. For any Investment Date, your optional cash payments are subject to
a minimum of $50 and a maximum of $5,000. See Questions 12 and 16 regarding the
determination of Investment Dates for optional cash payments. Optional cash
payments of less than $50 and that portion of any optional cash payment which
exceeds the allowable monthly maximum amount will be returned to you without
interest, except as noted below.
Request for Waiver. Reinvestment of Dividends in excess of $35,000 and
optional cash payments in excess of $5,000 may be made only pursuant to a
written Request for Waiver accepted by USX. If you wish to reinvest dividends in
excess of $35,000 for any dividend payment date or to submit an optional cash
payment in excess of $5,000 for any Investment Date, you must obtain the prior
written approval of USX and a copy of such written approval must accompany any
such optional cash payment. Requests for such approval should be directed to USX
at (412) 433-4707. It is solely within USX's discretion as to whether any such
approval for the reinvestment of dividends or optional cash payments in excess
of the allowable maximum amounts will be granted. In deciding whether to approve
such a request, USX will consider relevant factors including, but not limited
to, whether it is then selling authorized but unissued or treasury shares of
Steel Stock under the Plan or acquiring shares for the Plan through open market
purchases or privately negotiated transactions, USX's need for additional funds,
the attractiveness of obtaining such additional funds by the sale of Steel Stock
by
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<PAGE> 14
comparison to other sources of funds, the Purchase Price likely to apply to any
sale of Steel Stock, the Participant submitting the request, the extent and
nature of such Participant's prior participation in the Plan, the number of
shares of Steel Stock held of record by such Participant and the aggregate
amount of such dividends and optional cash payments in excess of the allowable
maximum amounts for which requests have been submitted by all Participants. If
such requests are submitted for any Investment Date for an aggregate amount in
excess of the amount USX is then willing to accept, USX may honor such requests
in order of receipt, pro rata or by any other method which USX determines to be
appropriate.
Waiver Discount and Threshold Price Limit. Each month, two business days
prior to the Record Date, USX will establish the Waiver Discount and the
Threshold Price, if any, applicable to optional cash payments in excess of
$5,000. The Waiver Discount, which may vary each month between 0 and 3%, will be
established in USX's sole discretion after a review of current market
conditions, the level of participation and current and projected capital needs.
Notwithstanding anything contained herein to the contrary, USX will
establish for each Pricing Period a minimum price applicable to the purchase of
Steel Stock with optional cash payments in excess of $5,000. (the "Threshold
Price"). The Threshold Price, if any, will be established by USX two business
days prior to the Record Date. The Threshold Price will be established at USX's
sole discretion after a review of current market conditions and other relevant
factors. You may obtain the Threshold Price by telephoning USX at (412)
433-4707. The Threshold Price will be a stated dollar amount that the average of
the high and low sale prices on the NYSE for a Trading Day of the Pricing Period
must equal or exceed. In the event that the Threshold Price is not satisfied for
a Trading Day of the Pricing Period, then that Trading Day and the trading
prices for that day will be excluded from the Pricing Period and the
determination of the Purchase Price. A day will also be excluded from the
Pricing Period and the determination of the Purchase Price if there are no
trades of Steel Stock reported on the NYSE for such day. Thus, for example, if
the Threshold Price is not satisfied for three of the twelve Trading Days, then
the Purchase Price will be based upon the remaining nine Trading Days for which
the Threshold Price was satisfied.
Each Trading Day of a Pricing Period for which the Threshold Price is not
satisfied or each day for which there are no trades of Steel Stock reported on
the NYSE will cause the return of a portion of your optional cash payment. The
returned amount will equal one-twelfth of the total amount of the optional cash
payment in excess of $5,000 for each Trading Day that the Threshold Price is not
satisfied or for each day no such sales are reported. Thus, for example, if the
Threshold Price is not satisfied or no such sales are reported for three Trading
Days, 3/12 (i.e., 25%) of your optional cash payments will be returned without
interest to you.
The Threshold Price and return procedure discussed above apply only to
optional cash payments in excess of $5,000 and not to the reinvestment of
dividends.
15. What if a Participant has more than one account?
For the purpose of the limitations discussed in Question 14, USX may
aggregate all reinvested dividends and optional cash payments for Participants
with more than one account using the same Social Security or Taxpayer
Identification Number. For Participants unable to supply a Social Security or
Taxpayer Identification Number, their participation may be limited by USX to
only one Plan account.
Also for the purpose of such limitations, all Plan accounts which USX
believes to be under common control or management or to have common ultimate
beneficial ownership may be aggregated. Unless USX has determined that
reinvestment of dividends and investment of optional cash payments for each such
account would be consistent with the purposes of the Plan, USX will have the
right to aggregate all such accounts and
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<PAGE> 15
to return, without interest, within 30 days of receipt, any amounts in excess of
the investment limitations applicable to a single account received in respect of
all such accounts. (See Question 14.)
16. What are the important dates to remember for optional cash payments?
Optional cash payments are invested each month. For optional cash payments
made in a monthly period when dividends are paid, the record date and Investment
Date are the same as those for dividend reinvestments; for optional cash
payments made in a monthly period when dividends are not paid, the record date
will be two business days immediately preceding the first day of the Pricing
Period and the Investment Date will be the tenth calendar day of the month,
except that if either the dividend payment date or such tenth day falls on a
date when the NYSE is closed, the first day following such day on which the NYSE
is open shall be the Investment Date. (See Questions 8 and 12.)
See the attached Schedule I for the important dates expected to be
applicable for Plan participation in 1995 and 1996.
USX must be in receipt of good funds on or before the business day
immediately preceding the first day of the related Pricing Period in order for
such funds to be invested on the next Investment Date. Payments may be made by
check or money order made payable to "USX Corporation--U.S. Steel Group." Other
forms of payment may be made, but only if approved in writing in advance by USX.
No interest will be paid by USX on optional cash payments or dividends held
pending investment. Therefore, although optional cash payments may be made at
any time, it is suggested you transmit such payments shortly before a Pricing
Period.
In order for optional cash payments to be invested on the Investment Date,
in addition to the receipt of good funds, USX must be in receipt of an
Authorization Form or a B/N Form, as appropriate. (See Questions 7 and 13.)
17. Under what circumstances will optional cash payments be returned?
Optional cash payments received by USX after the business day immediately
preceding the first day of a Pricing Period will be applied to purchase Steel
Stock on the Investment Date following the next Pricing Period. Such payments
will be promptly returned to you without interest upon receipt of written
request if such request is received by USX before 5 p.m. on the record date for
such Investment Date.
Optional cash payments of less than $50 and that portion of any optional
cash payment which exceeds the allowable maximum amount will be returned
promptly without interest. (See Question 14 regarding minimum/maximum monthly
purchase limits and the return of payments if those limits are not satisfied).
In addition, a portion of each optional cash payment received will be returned
for each Trading Day of the applicable Pricing Period that does not meet the
Threshold Price or for which there are no trades in Steel Stock reported on the
NYSE. See Question 14 regarding Threshold Price and the return of such payments
if the Threshold Price is not satisfied.
COSTS
18. Are there any expenses to Participants in connection with purchases or sales
under the Plan?
There are no brokerage commissions charged to you upon the purchase of
shares. See Question 19 regarding certain tax consequences. If, however, you
request USX to sell your Plan Shares, any brokerage commission and any
applicable taxes incurred will be deducted from the proceeds of that sale paid
to you.
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<PAGE> 16
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
19. What are the Federal income tax consequences of participation in the Plan?
Dividend Reinvestment. A Participant in the Plan will be treated for
Federal income tax purposes as having received, on the Investment Date, a
dividend in an amount equal to the fair market value on such Investment Date of
the shares acquired with reinvested dividends. The fair market value of the
shares acquired will be equal to 100 percent of the average of the high and low
sales prices of Steel Stock as reported on the New York Stock Exchange composite
tape on the Investment Date. The fair market value on the Investment Date may
differ from the Purchase Price. The tax basis of shares acquired with reinvested
dividends will equal the fair market value on the Investment Date of such
shares.
Optional Cash Payments. A Participant in the Plan will be treated for
Federal income tax purposes as having received, on the Investment Date, a
dividend equal to the excess, if any, of the fair market value on such
Investment Date of the shares acquired with an optional cash payment over the
amount of the optional cash payment. The fair market value of shares acquired
with an optional cash payment under the Plan will be equal to 100 percent of the
average of the high and low sales prices of Steel Stock as reported on the New
York Stock Exchange composite tape on the Investment Date. The fair market value
on the Investment Date may differ from the Purchase Price. The tax basis of
shares acquired with an optional cash payment will equal the amount of the
optional cash payment plus the excess, if any, of the fair market value of the
shares purchased over the amount of the optional cash payment.
Additional Information. A Participant's holding period for shares acquired
pursuant to the Plan will begin on the day following the Investment Date.
A Participant's dividend income will include any brokerage commissions
which are not paid by the Participant but which are incurred by USX in
connection with open-market or privately negotiated purchases of Steel Stock on
behalf of the Participant. A Participant's basis in the shares so purchased will
be increased by the amount of any brokerage commissions included in the dividend
income of the Participant.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the Participant's account, either upon
the Participant's withdrawal of certain of those shares or upon withdrawal from
participation in, or termination of, the Plan. Gain or loss will be recognized,
however, when the Participant sells or exchanges shares previously received. A
Participant must recognize gain or loss upon receipt of a cash payment for a
fractional share equivalent credited to the Participant's account upon
withdrawal from participation in, or termination of, the Plan. In either event,
the amount of gain or loss will be the difference between the amount that the
Participant received for the shares or fractional share equivalent and the tax
basis therefor.
In the case of corporate shareholders, dividends may be eligible for the
dividends-received deduction.
The following examples may be helpful to illustrate the Federal income tax
consequences of both the reinvestment of dividends and purchases with optional
cash payments. The examples assume the fair market value on the Investment Date
of the shares of Steel Stock to be greater than the Purchase Price. The examples
also assume the shares of Steel Stock are shares purchased directly from USX
under the Plan and that the applicable discount is three percent.
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<PAGE> 17
<TABLE>
<S> <C> <C>
EXAMPLE 1--DIVIDEND REINVESTMENT
Cash dividends reinvested...................................... $ 100.00
Assumed price per share during the Pricing Period*............. $34.00
Less: 3% discount per share.................................... (1.02)
------
Purchase Price per share....................................... $32.98
Number of shares purchased ($100.00/$32.98).................... 3.032
Assumed fair market value per share on the Investment Date*.... $35.00
Total taxable dividend resulting from transaction ($35.00 X
3.032)....................................................... $ 106.12
========
EXAMPLE 2--OPTIONAL CASH PAYMENT
Optional cash payment.......................................... $ 100.00
Assumed price per share during the Pricing Period*............. $34.00
Less: 3% discount per share.................................... (1.02)
-------
Purchase Price per share....................................... $32.98
Number of shares purchased ($100.00/$32.98).................... 3.032
Assumed fair market value per share on the Investment Date*.... $35.00
Fair market value of shares received ($35.00 X 3.032).......... $ 106.12
Less: Optional cash payment.................................... (100.00)
--------
Total taxable dividend resulting from transaction.............. $ 6.12
========
---------
</TABLE>
* These amounts are assumed for illustrative purposes only, and will vary
with the market price of the Steel Stock.
The foregoing summary is based upon an interpretation of current Federal
income tax law including published rulings of the Internal Revenue Service.
Participants should consult their own tax advisors, however, to determine
particular tax consequences, including state, local and foreign tax
consequences, which may result from participation in the Plan and any subsequent
disposal of shares acquired pursuant to the Plan.
20. How are income tax withholding provisions applied to Participants in the
Plan?
If you, as a Participant in the Plan, fail to provide and certify your
Federal Taxpayer Identification Number or Social Security number to USX, you may
be subject to a withholding tax on dividend income, proceeds from the sale of a
fractional share equivalent and proceeds from the sale of shares held in the
Plan. If withholding is required on dividend income, USX will reinvest dividends
net of the amount of tax withheld.
21. How are income tax withholding provisions applied to foreign shareholders?
The amount of dividends to be reinvested for foreign Participants whose
dividends are subject to withholding is reduced by the tax withheld.
Optional cash payments received from foreign Participants must be in United
States dollars and are invested the same way as such payments from other
Participants. Any fees deducted by a bank will result in a smaller net
investment.
REPORTS TO PARTICIPANTS
22. What reports will be sent to Participants in the Plan?
As soon as practical after each purchase of Steel Stock under the Plan for
your account, a statement of account will be mailed to you, normally within ten
business days following the Investment Date. These
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<PAGE> 18
statements are your continuing record of current activity and the cost of
purchases for your account and should be retained for tax purposes. In addition,
you will receive copies of communications sent to all holders of Steel Stock,
including the U.S. Steel Group Annual Report and USX's Notice of Annual Meeting
of Stockholders and Proxy Statement. You will receive information needed for
reporting your dividend income for Federal income tax purposes. The number of
shares credited to your Plan account will be shown on each periodic statement of
your account. A pre-paid fee of $5.00 for each year for which information is
requested, up to a maximum of $25.00, must accompany any request for cost basis
or sales information concerning your Plan Shares. In order to avoid having to
pay the fee, you should retain the statements of account sent to you by USX.
ALL CORRESPONDENCE AND NOTICES TO YOU WILL BE SENT TO YOU AT YOUR LAST
ADDRESS OF RECORD WITH USX UNDER THE PLAN. YOU SHOULD NOTIFY USX PROMPTLY IN
WRITING OF ANY CHANGE OF ADDRESS. (SEE QUESTION 7 FOR THE USX ADDRESS.)
DIVIDENDS ON PLAN SHARES
23. Will Participants be credited with dividends on shares held in their
accounts under the Plan?
Yes. Dividends on all shares of Steel Stock, including fractional shares,
credited to your Plan account, whether such shares were purchased with
reinvested dividends or with optional cash payments or deposited by you for
safekeeping, will be automatically reinvested in additional shares of Steel
Stock until such shares are withdrawn from your Plan account.
CERTIFICATES FOR SHARES
24. Will certificates be issued for shares purchased?
No. Certificates will not be issued to you for shares credited to your Plan
account unless you request USX in writing to do so, you withdraw from the Plan
or the Plan is terminated. Shares purchased through the Plan will be credited to
your Plan account, but they will not be registered in your name. Plan Shares
will be registered in the name of USX as agent and credited to your Plan
account.
At any time, you may request in writing that USX send you a certificate for
all or part of the whole number of shares credited to your Plan account. This
request should be mailed to USX at the address set forth in Question 7. Any
remaining whole and fractional Plan Shares will continue to be credited to your
Plan account. Certificates for fractional shares will not be issued under any
circumstances. Certificates for shares will normally be issued within ten
business days of receipt by USX of a written request.
25. In whose name will certificates be registered when issued to Participants?
A Plan account is maintained in the name in which a Participant's
underlying shares were registered at the time the Participant enrolled in the
Plan. Consequently, a certificate for shares will be similarly registered when
issued to a Participant. Accordingly, if a Participant is a Beneficial Owner
(See Question 5), the certificate will be issued to the banker, broker or
nominee in whose name the account is maintained.
26. How does a Participant withdraw from the Plan or sell Plan Shares?
In order to withdraw from the Plan, you must submit either a properly
completed form (one is included on the reverse side of your Plan statement) or a
written notice of withdrawal to USX at the office specified in Question 7. The
notice must specify that all or a specified part of the whole number of shares
in your Plan account is to be issued to you. If a certificate for less than all
of the whole number of shares is to be issued, the
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<PAGE> 19
remaining whole shares credited to the account will be sold and a cash payment
for them will be made to you. (Fractional shares will not be issued, but will be
sold. See Question 27.)
You may submit a notice of withdrawal from the Plan at any time. Your
notice should be addressed to USX at the office specified in Question 7.
Withdrawal will be effective on the first business day after receipt of the
notice by USX at the office specified in Question 7, unless the notice is
received after 5 p.m. on the business day before the commencement of a Pricing
Period. In that case, the withdrawal will be effective on the first business day
after the relevant Investment Date and any dividends and optional cash received
will be invested as though such notice had not been received. Any optional cash
payment previously sent to USX will be returned if notice of withdrawal is
received by 5 p.m. on the business day before the commencement of the Pricing
Period for the relevant Investment Date.
You may request that all of the shares credited to your Plan account be
sold. Sales will be made for your account by an independent broker or
institution designated by USX, normally within ten business days after receipt
by USX of your notice, but not during a Pricing Period, in which case the sale
normally will be made within ten business days following the relevant Investment
Date. The period between the time of receipt of notice and the time that
proceeds will be sent to you may be as long as thirty days. Brokerage
commissions and any applicable taxes on any sale of shares in your Plan account
will be deducted from the proceeds of that sale paid to you.
All dividends paid after withdrawal from the Plan becomes effective will be
mailed to you or to your broker, banker or nominee, as the case may be.
27. What happens to any fractional Plan Share when you direct USX to sell, or
otherwise withdraw, all shares from your Plan account?
Any fractional Plan Share in your Plan account will be aggregated with
other fractional shares and sold by USX, and a cash payment will be made for the
sale price of such fractional Plan Share less any applicable taxes and brokerage
commissions. The net proceeds for any fractional Plan Share, together with any
certificates for whole Plan Shares, will be mailed to you.
OTHER INFORMATION
28. Can Participants deposit their registered shares with the Plan?
You may deposit any Steel Stock certificates in your possession and
registered in your name with USX for safekeeping. Shares deposited for
safekeeping will be transferred into the name of USX as agent for participants
in the Plan and credited to your account under the Plan. Thereafter, the shares
will be treated in the same manner as shares purchased through the Plan. This
service eliminates the need for safekeeping by you to protect against loss,
theft or destruction of stock certificates with respect to your Plan Shares.
29. What are the advantages of utilizing the depositary service of the Plan?
The Plan's depositary service for the safekeeping of stock certificates
offers two significant advantages to you. First, the risk associated with loss
of your stock certificates is eliminated. If a stock certificate is lost,
stolen, or destroyed no transfer or sale of the shares may take place until a
replacement certificate is obtained. This procedure is not always simple and
usually results in costs and paperwork both to you and to USX. Second, because
shares deposited with the Plan for safekeeping are treated in the same manner as
shares purchased through the Plan, they may be sold through the Plan in a
convenient and efficient manner.
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<PAGE> 20
30. How may Steel Stock certificates be deposited with the Plan?
If you wish to deposit Steel Stock certificates in the Plan, you must
complete and return to USX either a Certificate Deposit Form or the properly
completed reverse side of your Plan statement of account together with Steel
Stock certificates registered in your name. The certificates should not be
signed.
31. What happens to cash dividends paid on shares of Steel Stock deposited with
the Plan?
Cash dividends paid on shares deposited with the Plan will be reinvested
automatically in additional shares of Steel Stock.
32. May shares in a Plan account be pledged?
No. Plan Shares may not be pledged and any such purported pledge shall be
void. If you wish to pledge Plan Shares, you must first withdraw such Plan
Shares from your Plan account.
33. May a Participant draw checks or drafts on his or her Plan account?
You will have no right to draw checks or drafts against your Plan account
or to give instructions to USX with respect to any shares of Steel Stock or cash
held therein except as expressly provided herein.
34. May a Participant transfer all or a part of the Participant's Plan Shares to
another person?
Yes. If you wish to transfer ownership of all or part of your Plan Shares
through gift, private sale or otherwise, you may effect transfer by mailing to
Shareholder Services at the address in Question 7 a properly executed stock
assignment, along with a letter stating your specific instructions regarding the
transfer and both an Authorization Form and a Form W-9 (Certification of
Taxpayer Identification Number) completed by the transferee. Requests for
transfer of Plan Shares are subject to the same requirements as the transfer of
Steel Stock certificates, including the requirement of a medallion signature
guarantee on the stock assignment. USX will provide you with the appropriate
forms upon request. Any Plan Shares so transferred by you will be withdrawn from
your account and your account statement will show the number of shares
withdrawn. See Questions 35 and 36.
35. When Plan Shares are transferred to another person who wishes to become a
Participant in the Plan, will USX issue a stock certificate to the
transferee?
No. USX will retain such shares. An account in the Plan will be opened in
the name of the person to whom such shares are transferred, although a signed
Authorization Form will be required before the transfer can be effected.
36. How will a transferee be advised of the transfer?
After the transfer has been made, a transferee of Plan Shares from a
Participant will receive a statement showing the number of shares transferred to
and held in the transferee's Plan account.
37. What happens when Participants sell or transfer all of the underlying Steel
Stock held by them?
If you dispose of all underlying shares of Steel Stock held by you, the
dividends on any Plan Shares will continue to be reinvested until you notify USX
that you wish to withdraw or transfer all shares of Steel Stock credited to your
Plan account. See Question 26.
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<PAGE> 21
38. What happens when Participants sell or transfer some but not all of the
underlying Steel Stock held by them?
If you are reinvesting dividends on all your shares of Steel Stock and you
dispose of a portion of the underlying shares of Steel Stock held by you, USX
will continue to reinvest the dividends on the remainder of the shares retained
by you. If you are reinvesting dividends on only a portion of your shares of
Steel Stock and you dispose of some of your shares, USX will continue to
reinvest the dividends on your remaining shares up to the number of shares you
have designated for participation in the Plan.
39. What happens if USX declares a stock dividend or a stock split?
Shares of Steel Stock distributed by USX pursuant to a stock dividend or a
stock split with respect to Plan Shares will be added to your account.
Shares distributed pursuant to a stock dividend or a stock split with
respect to the underlying shares of Steel Stock held by you will be mailed to
you or to your broker, banker or nominee, as the case may be.
40. If USX has a rights offering related to the Steel Stock, how will a
Participant's entitlement be computed?
Your entitlement in a rights offering related to the Steel Stock will be
based upon your total holdings of Steel Stock including whole Plan Shares.
Rights certificates will be issued for the number of whole shares only, however,
and rights based on a fraction of a share credited to your Plan account will be
sold for your account and the net proceeds will be invested as an optional cash
payment on the next Investment Date.
41. How will a Participant's shares held by USX be voted at shareholders'
meetings?
For each meeting of shareholders, you will receive proxy materials that
will enable you to vote, in the aggregate, both the underlying shares of Steel
Stock held by you and the whole Plan Shares credited to your Plan account. If
you elect, you may vote your shares, including all whole Plan Shares, in person
at the shareholders' meeting.
42. What are the responsibilities of USX under the Plan?
USX (and any other administrator of the Plan) will not be liable for any
act done in good faith or for any good faith omission to act, including, without
limitation, any failure to terminate a Participant's account upon such
Participant's death prior to receipt of notice in writing of such death, or any
claim with respect to the timing or the price of any purchase or sale. This
provision has no effect on a shareholder's right to bring a cause of action
under the federal securities laws.
You should recognize that USX cannot assure you of a profit or protect you
against a loss on shares purchased or sold under the Plan.
43. May the Plan be changed or discontinued?
USX reserves the right, at its sole discretion, to suspend or terminate and
to amend and modify the Plan, in all cases effective immediately and at any
time, including during the period between a record date and the related
Investment Date and during any Pricing Period. You will be notified of any such
suspension, termination, amendment or modification. Upon termination of the
Plan, except in the circumstances described below, uninvested optional cash
payments will be returned, a certificate for whole Plan Shares credited to your
Plan account will be issued and a cash payment will be made for any fractional
Plan Share credited to your Plan account.
19
<PAGE> 22
In the event USX terminates the Plan for the purpose of establishing
another dividend reinvestment plan applicable to the Steel Stock, you will be
enrolled automatically in such other plan, USX will continue to apply cash
dividends in accordance with your Authorization Form under the new plan and
shares credited to your Plan account will be credited automatically to such
other plan, unless notice is received to the contrary.
USX reserves the right to terminate any shareholder's participation in the
Plan at any time and to establish additional requirements with respect to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of owners of Steel Stock.
44. How may shareholders obtain answers to other questions regarding the Plan?
Any additional questions should be addressed to USX at the address listed
in the response to Question 7.
45. Who will be responsible for interpreting the Plan?
USX may adopt rules and regulations to facilitate the administration of the
Plan. Any question of interpretation under the Plan will be determined by USX
and any such determination will be final.
The Plan, all related forms and your account shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania and
cannot be modified orally.
PRICE RANGE OF STEEL STOCK, DIVIDENDS AND DIVIDEND POLICY
The Steel 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 Steel Stock on the New York Stock Exchange Composite Tape (the "Composite
Tape") for the periods indicated.
<TABLE>
<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
1993
First Quarter.................................................. 41 1/2 31 1/2
Second Quarter................................................. 46 35 1/2
Third Quarter.................................................. 40 3/4 27 1/2
Fourth Quarter................................................. 43 3/8 30 3/8
1994
First Quarter.................................................. 45 5/8 36 1/8
Second Quarter................................................. 38 1/2 30 1/4
Third Quarter.................................................. 43 32 7/8
Fourth Quarter................................................. 42 3/8 32 7/8
1995
First Quarter (through February 2)............................. 39 1/8 31 5/8
</TABLE>
On February 2, 1995, the reported last sale price of the Steel Stock on the
Composite Tape was $32 1/8 per share.
For the periods indicated, the Board of Directors of USX (the "Board") has
declared a dividend each quarter on the Steel Stock of $.25 per share. 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.
The Board intends to declare and pay dividends on the Steel Stock based on
the financial condition and results of operations of the U.S. Steel Group,
although it has no obligation under Delaware law to do so. Dividends on the
Steel Stock will be payable when, as and if declared by the Board out of the
lesser of (i) the Available Steel Dividend Amount (as defined in the USX
Restated Certificate of Incorporation, (hereinafter,
20
<PAGE> 23
the "Certificate of Incorporation") and (ii) legally available funds of USX (as
defined under Delaware law). In making its dividend decisions, the Board will
rely on the financial statements of the U.S. Steel Group. In determining its
dividend policy, the Board will consider, among other things, the long-term
earnings and cash flow capabilities of the U.S. Steel Group, as well as the
dividend policies of publicly traded steel companies.
SPECIAL CONSIDERATIONS
Stockholders of One Company; Financial Impacts from the Marathon Group or the
Delhi Group Could Affect the U.S. Steel Group
Although the financial statements of the U.S. Steel Group, the Marathon
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 U.S. Steel Group, the Marathon
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 Steel Stock, Marathon 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 the Marathon Group or the Delhi
Group that affect the overall cost of USX's capital could affect the results of
operations and financial condition of the U.S. Steel Group. 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 U.S. Steel Group financial
information. USX prepares and provides consolidated financial statements, as
well as financial statements of the U.S. Steel Group, to the holders of Steel
Stock.
No Rights or Additional Duties With Respect to the Groups; Potential Conflicts
Holders of Steel Stock, Marathon Stock and Delhi Stock have only the rights
of stockholders of USX, and, except under certain limited circumstances, holders
of Steel Stock are not provided any rights specifically related to the U.S.
Steel 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 Steel Stock, Marathon Stock and Delhi
Stock may diverge or appear to diverge. Examples include the exchange of the
Steel Stock for Marathon Stock or Delhi Stock at the 10% premium and the
exchange of the Delhi Stock for Marathon Stock or Steel Stock at the 10% 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 U.S. Steel Group, the Marathon 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 Steel Stock,
Marathon Stock or Delhi
21
<PAGE> 24
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 U.S. 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 "Price Range of Steel Stock, Dividends and Dividend Policy" and
"Management and Accounting Policies." The Board has been advised concerning the
applicable law relating to the discharge of its fiduciary duties to the common
stockholders in the context of the separate classes of Common Stock and has
delegated to the Audit Committee of the Board the responsibility to review
matters which relate to this subject and report to the Board.
Limited Separate Voting Rights
Holders of shares of Steel Stock, Marathon 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 Steel Stock, Marathon Stock or
Delhi Stock have no rights to vote on matters as a separate group, except under
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 Steel Stock can
not bring a proposal to a vote of the holders of Steel Stock only, but are
required to bring any proposal to a vote of all holders of capital stock of USX
entitled to vote generally (including Marathon Stock and Delhi Stock) voting
together as a single class.
The interests of the holders of the Steel Stock, Marathon 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 Steel Stock, Marathon Stock and Delhi
Stock were $32, $16 and $9, respectively, the per share voting rights of Steel
Stock, Marathon Stock and Delhi Stock would be two votes, one vote and .563
votes per share, respectively. Assuming the Steel Stock, Marathon Stock and
Delhi Stock had such per share voting rights and the number of outstanding
shares of Steel Stock, Marathon Stock and Delhi Stock had not changed since
December 31, 1994, the holders of Steel Stock, Marathon Stock and Delhi Stock
would have approximately 34%, 65% and 1%, respectively, of the total voting
power of USX.
22
<PAGE> 25
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 "Price Range of Steel
Stock, Dividends and Dividend Policy" and "Management and Accounting Policies."
The Board may also adopt additional policies depending upon the circumstances.
Any determination of the Board of Directors to modify or rescind such policies,
or to adopt additional policies, including any such decision that would have
disparate impacts upon holders of Steel Stock, Marathon Stock or Delhi Stock,
would be made by the Board in good faith and in the honest belief that such
decision is in the best interests of all stockholders of USX. In addition,
generally accepted accounting principles require that any change in accounting
policy be preferable (in accordance with such principles) to the policy
previously established.
Limitations on Potential Unsolicited Acquisitions
If the U.S. Steel Group were a separate company, any person interested in
acquiring the U.S. Steel Group without negotiation with management could seek to
obtain control of it by means of a tender offer or proxy contest. Because it is
not a separate company, any person interested in acquiring only the U.S. Steel
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, including the Marathon Stock and the Delhi
Stock. 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 Steel Stock, Marathon
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 right of the holders of preferred stock, dividends on
the Steel Stock will be payable when, as and if declared by the Board out of the
lesser of (i) the Available Steel Dividend Amount (as defined in the Certificate
of Incorporation) and (ii) legally available funds of USX (as defined under
Delaware law). In making its dividend decisions, the Board will rely on the
financial statements of the U.S. Steel Group. In determining its dividend
policy, the Board will consider, among other things, the long-term earnings and
cash flow capabilities of the U.S. Steel Group, as well as the dividend policies
of publicly traded steel companies.
The Available Steel Dividend Amount, which as of December 31, 1994 was at
least $2.17 billion, is increased or decreased, as appropriate, to reflect Steel
Net Income, dividends, repurchases or issuances with respect to the Steel Stock
and preferred stock attributed to the U.S. Steel Group and certain other items.
In accordance with the Certificate of Incorporation, the Available Steel
Dividend Amount was adjusted in 1992 to eliminate the effect of the recognition
of the transition obligation of Statement of Financial Standards ("SFAS") No.
106, "Employer's Accounting for Postretirement Benefits other than Pensions,"
and the cumulative effect of the adoption of SFAS No. 109, "Accounting for
Income Taxes."
The method of calculating earnings per share for the Steel Stock, the
Marathon Stock and the Delhi Stock reflects the Board's intent that the
separately reported earnings and surplus of the U.S. Steel Group, the
23
<PAGE> 26
Marathon Group and the Delhi Group, as determined consistent with the
Certificate of Incorporation, are available for payment of dividends on 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 Steel Stock, the Marathon 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. Such net losses,
dividends, distributions and repurchases related to the Marathon Group and the
Delhi Group will not limit the funds available for declaration and payment of
dividends on the Steel Stock unless the legally available funds of USX are less
than the Available Steel Dividend Amount.
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
preceding 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 Convertible Preferred Stock ($1 per share).
If the capital of a corporation is diminished by depreciation in the value of
its properties, or by losses, or otherwise, to an amount less than the aggregate
amount of capital represented by the outstanding stock of all classes having a
preference upon the distribution of assets, dividends may not be paid out of net
profits (that is, pursuant to clause (2) above) until the deficiency in capital
shall have been repaired. For purposes of determining surplus, the assets and
liabilities of a corporation are to be valued on the basis of market value.
Potential Effects of Exchange and Redemption of Common Stock
Under various conditions, the Steel Stock may be exchanged, at USX's
option, for shares of Marathon Stock, or if there are no shares of Marathon
Stock outstanding, Delhi Stock at a 10% premium, and shares of Delhi Stock may
be exchanged, if there are no shares of Marathon Stock outstanding, for shares
of Steel Stock, under various conditions, at a 10% premium, and at any time at a
15% 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.
MANAGEMENT AND ACCOUNTING POLICIES
MANAGEMENT POLICIES
The Board has adopted certain policies with respect to the U.S. Steel
Group, the Marathon 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 Steel Stock,
Marathon Stock and Delhi Stock and securities convertible into such stock as
assets of the respective group and apply such funds to acquire assets or reduce
liabilities of the U.S. Steel Group, the Marathon Group, or the Delhi Group, as
the case may be.
24
<PAGE> 27
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 U.S. Steel Group, the Marathon 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 U.S. Steel Group, the Marathon Group and the
Delhi Group principally reflect the financial position and results of operations
of the businesses included therein. Consistent with the Certificate of
Incorporation and related policies, such group financial statements also include
portions of USX's corporate assets and liabilities (including contingent
liabilities). Principal corporate activities attributed to the groups and
reflected in their financial statements include financial activities, corporate
general and administrative costs, common stock transactions and income taxes.
The above policies may be modified or rescinded in the sole discretion of
the Board without approval of the stockholders, although the Board has no
present intention to do so. The Board may also adopt additional policies
depending upon the circumstances. Any determination of the Board to modify or
rescind such policies, or to adopt additional policies, including any such
decision that would have disparate impacts upon holders of the separate classes
of Common Stock, would be made by the Board in good faith and in the honest
belief that such decision is in the best interest of all stockholders of USX. In
addition, generally accepted accounting principles require that any change in an
accounting policy be preferable (in accordance with such principles) to the
previous policy.
LEGAL OPINIONS
The validity of the Steel Stock offered hereby 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 the
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.
25
<PAGE> 28
UNDERWRITERS
In connection with the administration of the Plan, USX may be requested to
approve reinvestment of dividends and optional cash payments in excess of the
allowable maximum amounts on behalf of Participants, including those engaged in
the securities business. In deciding whether to approve such a request, USX will
consider relevant factors including, but not limited to, whether it is then
selling authorized but unissued or treasury shares of Steel Stock under the
Plan, or acquiring shares for the Plan through open market purchases or
privately negotiated transactions, USX's need for additional funds, the
attractiveness of obtaining such additional funds by the sale of Steel Stock by
comparison to other sources of funds, the Purchase Price likely to apply to any
sale of Steel Stock, the Participant submitting the request, the extent and
nature of such Participant's prior participation in the Plan, the number of
shares of Steel Stock held of record by the Participant submitting the request
and the aggregate amount of such reinvested dividends and optional cash payments
in excess of the allowable maximum amounts for which requests have been
submitted. Persons who acquire shares of Steel Stock through the Plan and resell
them shortly after acquiring them may be considered to be underwriters within
the meaning of the Securities Act of 1933. USX will not extend to any such
person any rights or privileges other than those to which it would be entitled
as a Participant, nor will USX enter into any agreement with any such person
regarding such person's purchase of such shares or any resale or distribution
thereof. USX may, however, approve requests for reinvestment of dividends and
optional cash payments by such persons in excess of allowable maximum
limitations. If such requests are submitted for any Investment Date for an
aggregate amount in excess of the amount USX is then willing to accept, USX may
honor such requests in order of receipt, pro rata or by any other method which
USX determines to be appropriate.
26
<PAGE> 29
GLOSSARY
"Beneficial Owners" means stockholders who beneficially own shares of Steel
Stock that are registered in a name other than their own (for example, in the
name of a broker, bank or other nominee).
"Board" means the Board of Directors of USX.
"B/N Form" means a Broker and Nominee form.
"business day" means any day other than a Saturday, Sunday or legal holiday on
which the NYSE is closed or a day on which the Plan Administrator is authorized
or obligated by law to close.
"Certificate of Incorporation" means the Restated Certificate of Incorporation
of USX.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the three classes of USX Common Stock (Steel Stock,
Marathon Stock and Delhi Stock) collectively.
"Delhi Stock" means USX-Delhi Group Common Stock.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Investment Date" means, with respect to Steel Stock acquired directly from USX,
the tenth calendar day of each month in a month for which no dividends are paid
or the dividend payment date declared by the Board of Directors for a month in
which dividends are paid. If such tenth calendar day or the dividend payment
date falls on a date when the NYSE is closed, the Investment Date will be the
first date following on which the NYSE is open.
"Marathon Stock" means USX-Marathon Group Common Stock.
"NYSE" means the New York Stock Exchange.
"Participant" means an eligible holder of Steel Stock who participates in the
Plan and submits a properly completed Authorization Form.
"Participating Shares" means shares of Steel Stock owned by a Participant on the
applicable record date as to which such Participant has directed USX to pay the
related cash dividends to the Plan Administrator.
"Plan" means the USX-U.S. Steel Group Common Stock Dividend Reinvestment and
Stock Purchase Plan.
"Plan Administrator" means a plan administrator that administers the Plan, keeps
records, sends statements of account to each Participant and performs other
duties related to the Plan. USX currently serves as Plan Administrator of the
Plan.
"Plan Shares" means all whole and fractional shares of Steel Stock credited to a
Participant's Plan account.
"Pricing Period" means the period encompassing the twelve Trading Days
immediately preceding the relevant Investment Date.
"Purchase Price" means with respect to Steel Stock purchased directly from USX,
the average of the daily high and low sale prices, computed to three decimal
places, of the Steel Stock on the NYSE for the twelve Trading Days immediately
preceding the relevant Investment Date and, with respect to open market
purchases and privately negotiated transactions, the weighted average purchase
price, computed to three decimal places, paid for such Steel Stock by the Plan
Administrator, in both cases, minus the appropriate discount.
27
<PAGE> 30
"Record Date" for dividend months will be established by the Board of Directors.
The "Record Date" for non-dividend months will be two (2) business days
immediately preceding the first day of the Pricing Period. (See Schedule I).
"Registered Owners" means stockholders whose shares of Steel Stock are
registered on the stock transfer book of USX in their own names.
"Request for Waiver" means a written request from a Participant to exceed the
$35,000 dividend limitations or the $5,000 monthly optional cash payments
limitation.
"Securities Act" means the Securities Act of 1933, as amended.
"Steel Stock" means USX-U.S. Steel Group Common Stock.
"Threshold Price" means the minimum price, if any, established by USX that the
average high and low prices of the Steel Stock must equal or exceed during each
Trading Day of the Pricing Period for optional cash deposits made pursuant to
written Request for Waiver.
"Trading Day" means a day on which trades in Steel Stock are reported on the
NYSE.
"USX" means USX Corporation.
"Waiver Discount" means the discount from the market price applicable to
optional cash deposits made pursuant to written Requests for Waiver. Such
discount will vary between 0 and 3% of the Market Price and may vary each month.
28
<PAGE> 31
SCHEDULE I
LIST OF IMPORTANT DATES IN 1995 AND 1996
<TABLE>
<CAPTION>
(C) (D) (E) (F) (G)
THRESHOLD PRICE AND
WAIVER DISCOUNT, IF OPTIONAL CASH
ANY, WILL BE SET PAYMENTS MUST PRICING PERIOD
CYCLE BY: RECORD DATE: BE RECEIVED BY: START DATE: INVESTMENT DATE:
- ------ ------------------- ------------------- ------------------- ------------------- -------------------
<C> <S> <C> <C> <C> <C>
B March 17, 1995 March 21, 1995 March 22, 1995 March 23, 1995 April 10, 1995
B April 18, 1995 April 20, 1995 April 21, 1995 April 24, 1995 May 10, 1995
A May 15, 1995 May 17, 1995 May 23, 1995 May 24, 1995 June 12, 1995
B June 15, 1995 June 19, 1995 June 20, 1995 June 21, 1995 July 10, 1995
B July 19, 1995 July 21, 1995 July 24, 1995 July 25, 1995 August 10, 1995
A August 14, 1995 August 16, 1995 August 22, 1995 August 23, 1995 September 11, 1995
B September 18, 1995 September 20, 1995 September 21, 1995 September 22, 1995 October 10, 1995
B October 19, 1995 October 23, 1995 October 24, 1995 October 25, 1995 November 10, 1995
A November 14, 1995 November 16, 1995 November 20, 1995 November 21, 1995 December 11, 1995
B December 15, 1995 December 19, 1995 December 20, 1995 December 21, 1995 January 10, 1996
B January 19, 1996 January 23, 1996 January 24, 1996 January 25, 1996 February 12, 1996
A February 16, 1996 February 21, 1996 February 21, 1996 February 22, 1996 March 11, 1996
B March 18, 1996 March 20, 1996 March 21, 1996 March 22, 1996 April 10, 1996
B April 18, 1996 April 22, 1996 April 23, 1996 April 24, 1996 May 10, 1996
A May 14, 1996 May 16, 1996 May 21, 1996 May 22, 1996 June 10, 1996
B June 17, 1996 June 19, 1996 June 20, 1996 June 21, 1996 July 10, 1996
B July 19, 1996 July 23, 1996 July 24, 1996 July 25, 1996 August 12, 1996
A August 19, 1996 August 21, 1996 August 21, 1996 August 22, 1996 September 10, 1996
B September 18, 1996 September 20, 1996 September 23, 1996 September 24, 1996 October 10, 1996
B October 18, 1996 October 22, 1996 October 23, 1996 October 24, 1996 November 11, 1996
A November 18, 1996 November 20, 1996 November 20, 1996 November 21, 1996 December 10, 1996
</TABLE>
- ---------
<TABLE>
<S> <C>
A. Investment of optional cash payments and reinvestment of cash dividends.
B. Investment of optional cash payments only.
C. The Threshold Price and Waiver Discount (if any) will be established two business days prior to the Record Date.
D. The Record Date for dividend months (those indicated by the letter "A" in the cycle column) will be established by
the Board of Directors.
The Record Date for non-dividend months (those indicated by the letter "B" in the cycle column) will be two
business days immediately preceding the first day of the Pricing Period.
E. Optional cash payments are due by the last business day prior to commencement of the Pricing Period.
F. The Pricing Period will be the twelve consecutive Trading Days ending on the Trading Day immediately preceding the
Investment Date.
G. The Investment Date will be the dividend payment date during a month in which a cash dividend is paid and in any
other month, will be the tenth calendar day of such month, however, if either the dividend payment date or such
tenth day falls on a date when the New York Stock Exchange is closed, the Investment Date will be the first day
following on which the New York Stock Exchange is open.
</TABLE>
<TABLE>
<CAPTION>
U.S. EQUITY MARKETS CLOSED
---------------------------
1995 1996
---------- ---------
<S> <C> <C>
New Years Day 1/2 1/1
Presidents Day 2/20 2/19
Good Friday 4/14 4/5
Memorial Day 5/29 5/27
Independence Day 7/4 7/4
Labor Day 9/4 9/2
Thanksgiving 11/23 11/28
Christmas Day 12/25 12/25
</TABLE>
S-1
<PAGE> 32
ANNEX I
SUMMARY OF 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
COMMON STOCK COMMON STOCK
------------------------------------- -------------------------------------
<S> <C> <C>
BUSINESS: Energy business. Steel and other businesses.
NUMBER OF SHARES
OUTSTANDING AS OF
DECEMBER 31, 1994: 287,185,916 75,969,771
VOTING RIGHTS: Except as otherwise described herein, Except as otherwise described herein,
the Marathon Stock will vote as a the Steel Stock will vote as a single
single class with the Steel Stock and class with the Marathon Stock and the
the Delhi Stock. The Marathon Stock Delhi Stock. Each share of Steel
will have one vote per share. Stock will have a variable number of
votes based upon the relative Market
Values of one share of Steel Stock
and one share of Marathon Stock, and
may have more than, less than or
exactly one vote per share.
DIVIDENDS: Dividends on the Marathon Stock will Dividends on the Steel Stock will be
be paid at the discretion of the paid at the discretion of the Board
Board based primarily upon the based primarily upon the long-term
long-term earnings and cash flow earnings and cash flow capabilities
capabilities of the Marathon Group, of the U.S. Steel Group, as well as
as well as on the dividend policies on the dividend policies of publicly
of publicly traded energy companies. traded steel companies. Dividends
Dividends will be payable out of all will be payable out of the lesser of
funds of USX legally available (i) all funds of USX legally
therefor. available therefor and (ii) the
Available Steel Dividend Amount.
EXCHANGE AND USX may exchange the Marathon Stock USX may exchange the Steel Stock for
REDEMPTION: for shares of a wholly owned shares of a wholly owned subsidiary
subsidiary that holds all the assets that holds all the assets and
and liabilities of the Marathon liabilities of the U.S. Steel Group.
Group.
If USX sells all or substantially all
of the properties and assets of the
U.S. Steel Group, USX must either:
(i) pay a special dividend to holders
of Steel Stock equal to the Net
Proceeds; or (ii) redeem shares of
Steel Stock having an aggregate
Market Value closest to the value of
the Net Proceeds for an amount equal
to the Net Proceeds; or (iii)
exchange each share of Steel Stock
for a number of shares of Marathon
Stock equal to 110% of the ratio of
the Market Values of one share of
Steel Stock to one share of Marathon
Stock.
LIQUIDATION: In the event of the liquidation of In the event of the liquidation of
USX, holders of Marathon Stock will USX, holders of Steel Stock will
share the funds, if any, remaining share the funds, if any, remaining
for distribution to common for distribution to common
stockholders with holders of Steel stockholders with holders of Marathon
Stock and Delhi Stock based upon the Stock and Delhi Stock based upon the
relative market capitalizations of relative market capitalizations of
each. each.
LISTING: NYSE under the symbol "MRO". NYSE under the symbol "X".
<CAPTION>
USX-DELHI GROUP
COMMON STOCK
-------------------------------------
<S> <C>
BUSINESS: Gas gathering and processing
business.
NUMBER OF SHARES
OUTSTANDING AS OF
OCTOBER 31, 1994: 9,437,891
VOTING RIGHTS: Except as otherwise described herein,
the Delhi Stock will vote as a single
class with the Marathon Stock and the
Steel Stock. Each share of Delhi
Stock will have a variable number of
votes based upon the relative Market
Values of one share of Delhi Stock
and one share of Marathon Stock, and
may have more than, less than or
exactly one vote per share.
DIVIDENDS: Dividends on the Delhi Stock will be
paid at the discretion of the Board
based primarily upon the long-term
earnings and cash flow capabilities
of the Delhi Group, as well as on the
dividend policies of similar publicly
traded companies. Dividends will be
payable out of the lesser of (i) all
funds of USX legally available
therefor and (ii) the Available Delhi
Dividend Amount.
EXCHANGE AND The Corporation may exchange the
REDEMPTION: Delhi Stock for shares of a wholly
owned subsidiary that holds all the
assets and liabilities of the Delhi
Group.
If USX sells all or substantially all
of the properties and assets of the
Delhi Group, USX must either: (i) pay
a special dividend to holders of
Delhi Stock equal to the Net
Proceeds; or (ii) redeem shares of
Delhi Stock having an aggregate
Market Value closest to the value of
the Net Proceeds for an amount equal
to the Net Proceeds; or (iii)
exchange each share of Delhi Stock
for a number of shares of Marathon
Stock or, if no Marathon Stock is
outstanding, of Steel Stock, equal to
110% of the ratio 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 of
USX, holders of Delhi Stock will
share the funds, if any, remaining
for distribution to common
stockholders with holders of Marathon
Stock and Steel Stock based upon the
relative market capitalizations of
each.
LISTING: NYSE under the symbol "DGP".
</TABLE>
I-1
<PAGE> 33
USX CORPORATION
USX-U.S. Steel Group
Common Stock
Dividend Reinvestment and
Stock Purchase Plan
Prospectus
February 3, 1995
<PAGE> 34
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Commission Registration Fee................................................ $24,922
Stock Exchange Listing Fees................................................ 10,500
Costs of Printing and Engraving............................................ 40,000
Accounting fees and expenses............................................... 10,000
Miscellaneous Expenses..................................................... 9,578
-------
Total................................................................. $95,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Corporation's By-Laws provides that the Corporation shall
indemnify to the fullest extent permitted by law any person who is made or is
threatened to be made a party or is involved in any action, suit, or proceeding
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, partnership, joint venture, trust,
enterprise, or nonprofit entity.
The Corporation is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was
an officer, employee, agent or director of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Corporation may
indemnify any such person against expenses (including attorneys' fees) in an
action by or in the right of the Corporation under the same conditions, except
that no indemnification is permitted without judicial approval if such person is
adjudged to be liable to the Corporation. To the extent such person is
successful on the merits or otherwise in the defense of any action referred to
above, the Corporation must indemnify him against the expenses which he actually
and reasonably incurred in connection therewith.
Policies of insurance are maintained by the Corporation under which
directors and officers of the Corporation are insured, within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
The Corporation's Certificate of Incorporation provides that no director
shall be personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
II-1
<PAGE> 35
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
4.3 Amended and Restated Rights Agreement (Incorporated by reference to USX's
Form 8 Amendment to Form 8-A filed on October 5, 1992 File No. 1-5153)
5 Opinion of J. A. Hammerschmidt re Legality of Shares*
23(1) Consent of Price Waterhouse LLP
23(2) Consent of J. A. Hammerschmidt is included in his opinion filed as Exhibit 5
25 Powers of Attorney*
* Previously filed.
</TABLE>
ITEM 17. UNDERTAKINGS
a. Undertaking Pursuant to Rule 415.
USX 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 (i) and (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 Corporation 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.
b. Undertaking Regarding Documents Subsequently Filed under the Exchange Act.
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 this 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. Undertaking in Respect of Indemnification.
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 Item 15 above or otherwise, USX has been advised that in the opinion
of the 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 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 by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, USX certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on February
3, 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 amendment
to the registration statement has been signed below by the following persons in
the capacities indicated on February 3, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* CHARLES A. CORRY Chairman Board of Directors,
- -------------------------------------------- Chief Executive Officer and Director
Charles A. Corry (Principal Executive Officer)
* ROBERT M. HERNANDEZ Vice Chairman & Chief Financial Officer
- -------------------------------------------- and Director
Robert M. Hernandez (Principal Financial Officer)
/s/ LEWIS B. JONES Vice President & Comptroller
- -------------------------------------------- (Principal Accounting Officer)
Lewis B. Jones
* NEIL A. ARMSTRONG Director
- --------------------------------------------
Neil A. Armstrong
* VICTOR G. BEGHINI Director
- --------------------------------------------
Victor G. Beghini
Director
- --------------------------------------------
Jeanette Grasselli Brown
* JAMES A. D. GEIER Director
- --------------------------------------------
James A. D. Geier
* CHARLES R. LEE Director
- --------------------------------------------
Charles R. Lee
* PAUL E. LEGO Director
- --------------------------------------------
Paul E. Lego
Director
- --------------------------------------------
Ray Marshall
* JOHN F. MCGILLICUDDY Director
- --------------------------------------------
John F. McGillicuddy
</TABLE>
II-3
<PAGE> 37
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* JOHN M. RICHMAN Director
- --------------------------------------------
John M. Richman
Director
- --------------------------------------------
Seth E. Schofield
* THOMAS J. USHER Director
- --------------------------------------------
Thomas J. Usher
* DOUGLAS C. YEARLEY Director
- --------------------------------------------
Douglas C. Yearley
By /s/ LEWIS B. JONES
- --------------------------------------------
Lewis B. Jones, Attorney-in-Fact
* Signed under powers of attorney
</TABLE>
II-4
<PAGE> 38
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
4.3 Amended and Restated Rights Agreement (Incorporated by reference to
USX's Form 8 Amendment to Form 8-A filed on October 5, 1992, File No.
1-5153)
5 Opinion of J. A. Hammerschmidt re Legality of Shares*
23(1) Consent of Price Waterhouse LLP
23(2) Consent of J. A. Hammerschmidt is included in his opinion filed as
Exhibit 5
25 Powers of Attorney*
</TABLE>
- ---------
*Previously filed
<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
February 3, 1995
