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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):
May 15, 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)
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Item 5. Other Events.
On May 15, 1997, USX Corporation announced that its Marathon Group and
Ashland Inc. had signed a letter of intent to pursue a combination of major
elements of their refining, marketing and transportation operations. Under the
terms of the letter of intent, USX will have a 62% ownership and Ashland will
have a 38% ownership of a joint venture which is expected to be formed following
regulatory review and the completion of definitive agreements. A copy of the
press release is filed herewith as an exhibit.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.) Press Release.
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/ Kenneth L. Matheny
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Kenneth L. Matheny
Vice President & Comptroller
Dated: May 15, 1997
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Exhibit (c) 99.
FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION:
USX Corporation Ashland Inc.
William E. Keslar Dan Lacy
(412) 433-6870 (606) 329-3148
USX-MARATHON GROUP AND ASHLAND INC. PURSUE NEW VENTURE
PITTSBURGH, May 15, 1997 -- USX Corporation and Ashland Inc. today
announced the signing of a letter of intent to pursue a combination of the major
elements of USX- Marathon Group's and Ashland's refining, marketing and
transportation operations. Under its terms, USX-Marathon will have a 62 percent
ownership and Ashland will have a 38 percent ownership in a joint venture
which is expected to be formed following regulatory reviews and execution of
definitive agreements and approval by the boards of USX and Ashland.
In making this announcement, USX Chairman Thomas J. Usher said, "The goal
of this joint venture is to create a competitive enterprise which capitalizes on
the strengths and complementary assets of both companies. Market conditions
have dictated that new approaches be explored to improve performance and growth
opportunities. Our collective focus will be to build upon the strengths of each
company to further improve our competitiveness and return to our shareholders."
Ashland Chairman and CEO Paul Chellgren added, "The petroleum refining and
marketing industry in the United States is undergoing a rapid transformation
based on the need to improve profitability, create new efficiencies and better
serve customers and shareholders. The combination of Ashland's and Marathon's
refining and marketing businesses will create a stronger, more efficient company
with greater prospects for long-term job creation and better ability to provide
enhanced shareholder and customer value."
Marathon and Ashland have agreed that exploration, production and chemical
businesses are not to be a part of the new venture. Other exclusions include
Ashland's Valvoline division, along with equity investments in certain pipelines
for both companies. Ashland's refinery-produced petrochemicals will become part
of the joint venture.
The joint venture's headquarters will be located in Findlay, Ohio and J. L.
"Corky" Frank, currently Marathon's executive vice president, refining,
marketing
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and transportation, will be named president of the yet unnamed entity.
Ashland's Duane Gilliam, currently Ashland Petroleum executive vice
president, will be appointed as executive vice president for the joint
venture. Current plans are to maintain the existing brand identification for
each company. Marathon markets under the Marathon brand name and through its
Emro Marketing Company brands: Speedway, Bonded, Cheker, Starvin' Marvin,
United, Gastown, Wake Up and Kwik Sak. Ashland brands include: Ashland,
Super America and Rich Oil. Future decisions on brand identification or
consolidation may be undertaken by the new company.
Usher and Chellgren emphasized that prospective synergies will be defined
over the next several months. It is expected that the joint venture will be
able to achieve substantial benefits largely by pursuing operational
efficiencies and integrating the strengths of their business processes,
management systems and administrative support functions. These efficiencies are
not premised on the closure of major operating facilities, however, future
decisions in this regard will be governed by business conditions and the needs
of the joint venture consistent with the achievement of its business plan. The
principal aim of the joint venture is to develop the most efficient and
competitive organization for the new company with consideration for the
communities in which it operates. As the new company structure is formed, there
will likely be workforce reductions and job reassignments, but the long term
growth potential of this combined entity could provide future employment
opportunities. Chellgren and Usher added, "Combining the strengths of our
supply, distribution, and marketing systems and capitalizing on our mutual
experience will serve our stockholders well in the long run."
Marathon Oil Company is part of the USX-Marathon Group (NYSE:MRO), a unit
of USX Corporation. Ashland Inc. (NYSE:ASH) is a large energy and chemical
company engaged in petroleum refining and marketing; coal; highway construction;
and oil and gas exploration and production.
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This press release contains forward-looking statements concerning the
future benefits which may be realized from a combination of the Marathon and
Ashland refining, marketing and transportation operations. The realization of
these benefits is dependent upon the execution of a definitive agreement,
receipt of government approvals, the success with which the integration of the
operations, management systems and business processes is accomplished and the
business conditions prevailing in the markets to be served by the combined
operations. In accordance with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, USX has included in Form 10-Q for the
period ended March 31, 1997, and Ashland Inc. has included in its annual report
and Form 10-K for the fiscal year ended Sept. 30, 1996, meaningful cautionary
statements identifying important factors, but not necessarily all factors, that
could cause actual results to differ materially from those set forth in the
forward-looking statements.
For more information on Marathon, see its website at www.marathon.com or
www.usx.com.
For more information on Ashland, see its website at www.ashland.com.
1997-5-15
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TOTAL ASSETS OF PROPOSED NEW COMPANY
FACT SHEET
MARATHON FACTS ASHLAND FACTS FACTS ON PROPOSED
NEW COMPANY
HEADQUARTERS HEADQUARTERS HEADQUARTERS
Marthon Oil Company Ashland Petroleum JOINT VENTURE
P. O. Box 3128 Company (To be named)
Houston, TX 77253-3128 P. O. Box 391 Findlay, OH
(713)629-6600 Phone Ashland, KY 41114
(713)871-0728 FAX (606) 329-3333 Phone MANAGEMENT:
(606) 329-4795 FAX J. L. Corky Frank, President
Duane Gilliam, Executive
Vice President
Marathon Refineries (4) Ashland Refineries (3) New Company Refineries (7)
Garyville, LA Capacity: Garyville, LA Capacity:
255,000 b/d 255,000 b/d
Catlettsburg, KY Catlettsburg, KY Capacity:
Capacity: 220,000 b/d 220, 000 b/d
Robinson, IL Capacity: Robinson, IL Capacity:
180,000 b/d 180,000 b/d
St. Paul, MN St. Paul, MN Capacity:
Capacity:70,000 b/d 70,000 b/d
Texas City, TX Capacity: Texas City, TX Capacity:
70,000 b/d 70,000 b/d
Canton, OH Canton, OH Capacity:
Capacity:65,000 b/d 65,000 b/d
Detroit, MI Capacity: Detroit, MI Capacity:
70,000 b/d 70,000 b/d
Total Marathon Capacity: Total Ashland Total Combined Capacity:
575,000 b/d Capacity:355,000 b/d 930,000 b/d
Marathon Percent of U.S. Ashland Percent of Percent of U.S.
Capacity: 3.7% U.S.Capacity: 2.3% Capacity: 6.0%
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MARATHON FACTS ASHLAND FACTS FACTS ON PROPOSED NEW
COMPANY
Terminals Terminals Terminals
51 light product and 34 light product and 85 light product and
asphalt terminals in asphalt terminals asphalt terminals. One light
Midwest and Southeast product facility in Niles, MI is
jointly owned by both
Marathon and Ashland.
Retail Marketing Retail Marketing Retail Marketing
Approximately 3,980 Approximately 1,420 Approximately 5,400 outlets
outlets in 17 states outlets in 11 states in 20 states including:
including: including:
Alabama, Florida, Illinois, Indiana, Alabama, Florida, Georgia,
Georgia,Illinois, Kentucky, Minnesota Illinois, Indiana, Kentucky,
Indiana, Kentucky, North Dakota, Ohio, Louisiana, Michigan, Minnesota
Louisiana, Michigan, Pennsylvania, South Mississippi, North Carolina,
Mississippi, North Dakota, Virginia, North Dakota, Ohio,
Carolina, Ohio, West Virginia, Pennsylvania, South Carolina,
Pennsylvania, South Wisconsin South Dakota, Tennessee,
Carolina, Tennessee, Virginia, West Virginia,
Virginia, West Viginia, Wisconsin
Wisconson
Pipeline Pipeline Pipeline
Owns, leases or has Owns, leases or has Most of Marathon's and
ownership interest in ownership interest Ashland's pipeline holdings
5,142 miles of pipeline in 5,790 miles of will go to the joint venture,
that will be included pipeline in 13 with some relatively minor
in this joint venture. states. This exclusions. Marathon's 11.1%
This includes 1,052 includes 2,287 interest in Capline and
miles of crude oil miles of crude oil certain other equity pipeline
gathering lines, 1,761 gathering lines, interest are not included.
miles of crude oil 2,987 miles of Ashland's 21.6% interest in
trunk lines and crude oil trunk Capline, the large pipeline
2,329 miles of product lines, 475 miles that transports crude oil
line. of product lines from St. James, LA to
and 41 miles of Patoka, IL is included in
natural gas liquid the joint venture.
lines.
19976-5-15
