As filed with the Securities and Exchange Commission on May 15, 1998
Registration No._____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________
USX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 25-0996816
(State of Incorporation) (IRS Employer
Identification No.)
1990 STOCK PLAN
(Full title of the Plan)
Dan D. Sandman, General Counsel and Secretary
USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776
(412) 433-1121
(Name, Address and Telephone No. of Agent for Service)
Calculation of Registration Fee
_______________________________________________________________________
Title of Amount Proposed Proposed Amount
Securities being Maximum Maximum of
being Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Share Price
USX-Marathon Group 1,000,000 $35.875 $35,875,000
Common Stock,
par value $1.00
per share
USX-U. S. Steel 1,000,000 $37.625 $37,625,000
Group Common
Stock,
par value $1.00 ___________ _________
per share
$73,500,000 $22,270 (1)
_______________________________________________________________________
(1) Calculated in accordance with Rule 457(c) based upon the average of
the high and low prices as of May 12, 1998.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission (File No. 1-5153) by USX
Corporation (hereinafter "USX," the "Company" or the "Corporation") are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1997.
2. Quarterly Report on Form 10-Q for the period ended March 31, 1998.
3. Current Reports on Form 8-K dated January 1, February 27 and March 5, 1998.
4. The description of the USX-Marathon Group Common Stock included in USX's
Form 8 Amendment to a Registration Statement on Form 8-B filed on April 11,
1991.
5. The description of the USX-U. S. Steel Group Common Stock contained in
USX's Registration Statement on Form 8-A dated April 11, 1991.
6. The Amended and Restated Rights Plan included in USX's Form 8 Amendment
to Form 8-A filed on October 5, 1992.
All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Securities being registered has
been passed upon for the Company by J. A. Hammerschmidt, Assistant General
Counsel-Corporate for the Company. Mr. Hammerschmidt in his capacity as
Assistant General Counsel-Corporate is paid a salary by the Company and
participates in various employee benefit plans offered to employees of the
Company generally.
Item 6. Indemnification of Directors and Officers
Article V of USX's By-laws provides that USX shall indemnify to the
fullest extent permitted by law any person who is made or is threatened to be
made a party or is involved in any action, suit, or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that such
person is or was a director, officer, employee or agent of USX or is or was
serving at the request of USX as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or
nonprofit entity.
USX is empowered by Section 145 of the Delaware General Corporation
Law, subject to the procedures and limitations stated therein, to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of USX) by reason of the fact that such person is or was an officer,
employee, agent or director of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner 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 the conduct was unlawful. The
Corporation may indemnify any such person against expenses (including
attorney's fees) in an action by or in the right of the Corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if such person is adjudged to be liable to the Corporation. To the
extent such person is successful on the merits or otherwise in the defense of
any action referred to above, the Corporation must indemnify such person
against the expenses which are actually and reasonably incurred in connection
therewith.
Policies of insurance are maintained by the Corporation under which
directors and officers of USX are insured, within the limits and subject to
the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or
officers.
The Corporation's Certificate of Incorporation provides that no
director shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
Refer to Exhibit Index following.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 15th day of May, 1998.
USX CORPORATION
By: /s/ Kenneth L. Matheny
----------------------
Kenneth L. Matheny
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 15th day of May, 1998.
*Thomas J. Usher
---------------
Thomas J. Usher, Chairman of the
Board of Directors, Chief
Executive Officer and Director
(Principal Executive Officer)
*Robert M. Hernandez
-------------------
Robert M. Hernandez
Vice Chairman & Chief Financial
Officer and Director
(Principal Financial Officer)
/s/ Kenneth L. Matheny
----------------------
Kenneth L. Matheny
Vice President & Comptroller
(Principal Accounting Officer)
*Neil A. Armstrong
------------------
Neil A. Armstrong, Director
*Victor G. Beghini
------------------
Victor G. Beghini, Director
*Jeanette G. Brown
------------------
Jeanette G. Brown, Director
*Charles A. Corry
-----------------
Charles A. Corry, Director
*Charles R. Lee
---------------
Charles R. Lee, Director
*Paul E. Lego
-------------
Paul E. Lego, Director
*Ray Marshall
-------------
Ray Marshall, Director
*John F. McGillicuddy
---------------------
John F. McGillicuddy, Director
*John M. Richman
----------------
John M. Richman, Director
*Seth E. Schofield
------------------
Seth E. Schofield, Director
__________________________________
John W. Snow, Director
*Paul J. Wilhelm
----------------
Paul J. Wilhelm, Director
*Douglas C. Yearley
-------------------
Douglas C. Yearley, Director
/s/ Kenneth L. Matheny
-----------------------
*By: Kenneth L. Matheny
Attorney-in-Fact
EXHIBIT INDEX
4(a) The Fourth Article of USX's Restated Certificate
of Incorporation dated September 1, 1996 defines the rights of
holders of USX Capital Stock. (Incorporated by reference to Exhibit
3(a) to USX's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.)
4(b) Form 8 Amendment to Registration Statement on Form 8-A dated October
5, 1992 with respect to the Amended and Restated Rights Agreement.
(Incorporated by reference to Form 8 Amendment.)
5 Opinion of J. A. Hammerschmidt, Assistant General Counsel-Corporate
of USX Corporation.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of J. A. Hammerschmidt, Assistant General Counsel-Corporate
of USX Corporation (contained in his opinion annexed hereto as
Exhibit 5).
24 Powers of Attorney for Directors of USX
Corporation.
Exhibit 5
May 15, 1998
Board of Directors
USX Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-4776
Attention: Mr. Thomas J. Usher
Chairman, Board of Directors
To the Board of Directors:
I am Assistant General Counsel-Corporate of USX Corporation, a Delaware
corporation ("USX"). I have served as counsel to USX in connection with the
proposed issuance of up to one million shares of USX-Marathon Group Common
Stock and one million shares of USX-U. S. Steel Group Common Stock (the
"Shares"), pursuant to the 1990 Stock Plan ("Plan") and in the preparation and
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-8 ("Registration Statement").
As Assistant General Counsel-Corporate of USX, I am familiar with USX's
Restated Certificate of Incorporation and By-laws. I am also familiar with the
resolutions adopted by USX's Board of Directors on April 28, 1998 authorizing
the issuance of the Shares. I, or persons subject to my supervision, have
examined the Registration Statement and such other documents, corporate records
and certificates of corporate officers and public officials as I have deemed
relevant or necessary to giving the opinion set forth below.
Based on the foregoing, I am of the opinion that the issuance of the Shares has
been approved by all necessary corporate action and that when the Shares are
sold they will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ John A. Hammerschmidt
John A. Hammerschmidt
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in the Prospectus constituting part of this Registration
Statement on Form S-8 of our reports dated February 10,
1998, relating to the consolidated financial statements
of USX Corporation, the financial statements of the
Marathon Group, and the financial statements of the U. S.
Steel Group, appearing on pages U-1, M-1, and S-1,
respectively, of the Annual Report on Form 10-K of USX
Corporation for the year ended December 31, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania
May 15, 1998
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ T. J. Usher
---------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Robert M. Hernandez
-----------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Neil A. Armstrong
---------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ V. G. Beghini
-----------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Jeanette Grasselli Brown
----------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th of April, 1998.
By: /s/ C. A. Corry
--------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Charles R. Lee
------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Paul E. Lego
----------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Ray Marshall
----------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ John F. McGillicuddy
------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ John M. Richman
-------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Seth E. Schofield
---------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ Paul J. Wilhelm
-------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Kenneth L. Matheny, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
Marathon Stock and Steel Stock, pursuant to the 1990 Stock Plan, and any and all
amendments to such registration statement to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, in such
form as they or any one or more of them may approve, and to do any and all other
acts which said attorneys-in-fact may deem necessary or desirable to enable USX
to comply with said Act and the rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of April,
1998.
By: /s/ D. C. Yearley
----------------------
