UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of
1934
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Date of Report (Date of earliest event reported):
December 23, 1997
USX Corporation
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(Exact name of registrant as specified in its
charter)
Delaware 1-5153 25-0996816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-4776
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(Address of principal executive offices) (Zip Code)
(412) 433-1121
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(Registrant's telephone number,
including area code)
<PAGE> 2
Item 5. Other Events
On December 26, 1997 USX Corporation gave notice pursuant to its Restated
Certificate of Incorporation of the redemption of all of the outstanding shares
of USX-Delhi Group Common Stock (the "Delhi Stock") on January 26, 1998
(the "Redemption Date") at a price of $20.60 per share (the "Redemption
Price"). On the Redemption Date, all rights of the holders of shares of Delhi
Stock shall cease except for the right to receive the Redemption Price upon
surrender of the certificates representing such shares.
Copies of the press release and Notice of Redemption are filed herewith as
exhibits.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2. Stock Purchase and Sale Agreement.......Incorporated by
reference to Exhibit 2
to the USX Report on
Form 8-K dated
October 22, 1997.
99.1 Press Release
99.2 Notice of Redemption
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
USX CORPORATION
By /s/ Robert M. Hernandez
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Robert M. Hernandez
Vice Chairman & Chief Financial Officer
Dated: December 29, 1997
Exhibit 99.1
Contact: William E. Keslar
Don H. Herring
(412) 433-6870
FOR IMMEDIATE RELEASE
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USX WILL REDEEM ALL SHARES OF USX-DELHI GROUP COMMON STOCK AT $20.60
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PER SHARE.
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PITTSBURGH, Dec. 23 - USX Corporation said today that it will use the net
proceeds from the previously announced sale of its stock in Delhi Gas Pipeline
Corporation and related subsidiaries that comprise the Delhi Group to redeem all
the 9.45 million outstanding shares of its USX-Delhi Group (NYSE:DGP) Common
Stock on January 26, 1998 at a price of $20.60 per share. An official notice of
redemption will be mailed to USX-Delhi Group shareholders on December 26, 1997.
See attachment I for details of calculation.
The paying agent is USX Corporation. The USX-Delhi Group stock
certificates may be mailed to USX Corporation, Shareholder Services, 600 Grant
Street, Room 611, Pittsburgh, PA, 15219-4776. Hand deliveries can be made to
USX Corporation, Shareholder Services, 600 Grant Street, Room 611, Pittsburgh or
to ChaseMellon Securities, Shareholder Services, 120 Broadway, 13th Floor, New
York City.
1997-12-23
Attachment I
USX-DELHI GROUP COMMON STOCK
<TABLE>
Redemption Price Calculation
(Dollars in Millions, except per share amounts)
<S> <C>
Gross Price of Delhi Companies $ 762.0
Less: Adjustments per Stock Purchase
and Sale Agreement 1 10.4
------
Adjusted Price $ 751.6
Less deductions for:
Taxes payable by USX in respect to
the transaction 2 208.1
Liabilities (contingent and otherwise)
of or allocated to the Delhi Group 3 4 345.8
Transaction Costs 4 4.3
Plus: Interest earned on funds held for
Redemption from Closing Date until
Redemption Date 4 1.2
------
Net Proceeds Available for Distribution $ 194.6
Net Proceeds per share $ 20.60
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1 Reflects liabilities retained by the Delhi Companies for which
adjustments were required under the Stock Purchase and Sale Agreement.
2 Based upon a tax basis of approximately $197.5 at October 31, 1997 and a
tax rate of approximately 37.6%.
3 Includes debt and preferred stock attributed to the Delhi Group
at October 31, 1997.
4 Calculated on an after-tax basis.
</TABLE>
Exhibit 99.2
USX CORPORATION
USX-DELHI GROUP COMMON STOCK
($1.00 par value)
NOTICE OF REDEMPTION
On January 26, 1998
USX Corporation, a Delaware corporation ("USX"), hereby gives notice
pursuant to Sections 2 (c) and (d) of Division I of Article Fourth of its
Restated Certificate of Incorporation of the redemption of all of the
outstanding shares of the USX-Delhi Group Common Stock (the "Delhi Stock") on
January 26, 1998 (the "Redemption Date") at a price of $20.6 per share (the
"Redemption Price"). The calculation of the Redemption Price is detailed on
Attachment I and a summary of the tax consequences of the redemption is included
as Attachment II.
On the Redemption Date, the Redemption Price will become due and payable on
each outstanding share of the Delhi Stock and all rights of a holder of such
shares, including the right to receive dividends or vote, shall cease, except
for the right to receive the Redemption Price upon surrender of the certificates
representing such shares of Delhi Stock.
Certificates representing shares of Delhi Stock, which you do not need to
sign, are to be surrendered for payment of the Redemption Price at either of the
following addresses:
USX Corporation hand deliveries only:
Shareholder Services c/o ChaseMellon Securities
600 Grant Street, Room 611 120 Broadway, 13th Floor
Pittsburgh, PA 15219-4776 New York, NY
Phone: 412-433-4801
Certificates representing shares of Delhi Stock must be surrendered to the
Corporation to receive payment of the Redemption Price. If you have lost your
certificates please advise USX Shareholder Services in writing to arrange for
the issuance of replacement certificates. If your shares are held by a broker,
bank or other nominee, please contact such broker, bank or nominee concerning
this redemption.
USX CORPORATION
December 26, 1997
Attachment I
<TABLE>
USX-DELHI GROUP COMMON STOCK
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Redemption Price Calculation
(Dollars in Millions, except per share amounts)
<S> <C>
Gross Price of Delhi Companies $762.0
Less: Adjustments per Stock Purchase
and Sale Agreement 1 10.4
------
Adjusted Price $751.6
Less deductions for:
Taxes payable by USX in respect to
the transaction 2 208.1
Liabilities (contingent and otherwise)
of or allocated to the Delhi Group 3 4 345.8
Transaction Costs 4 4.3
Plus: Interest earned on funds held for
Redemption from Closing Date until
Redemption Date 4 1.2
------
Net Proceeds Available for Distribution $194.6
Net Proceeds per share $20.60
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1 Reflects liabilities retained by the Delhi Companies for which
adjustments were required under the Stock Purchase and Sale Agreement.
2 Based upon a tax basis of approximately $197.5 at October 31, 1997 and a
tax rate of approximately 37.6%.
3 Includes debt and preferred stock attributed to the Delhi Group at
October 31, 1997.
4 Calculated on an after-tax basis.
</TABLE>
