As filed with the Securities and Exchange Commission on September 10,
1999
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 of
Securities being being Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
Price Per Offering Price
Share
USX-Marathon Group 4,500,000 $31.1875 $140,343,750
Common Stock,
par value $1.00 per share
USX-U. S. Steel 2,400,000 $27.71875 $ 66,525,000
Group Common Stock,
par value $1.00 per share ______________ ___________
$206,868,750 $57,510(1)
________________________________________________________________________
(1) Calculated in accordance with Rule 457(c) based upon the average of the
high and low prices as of September 7, 1999.
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,
1998.
2. Quarterly Reports on Form 10-Q for the periods ended March 31
and June 30, 1999.
3. Current Reports on Form 8-K dated January 22, January 26 and
January 27, 1999.
4. Current Report on Form 8-K/A dated January 22, 1999.
5. 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.
6. 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.
7. The Amended and Restated Rights Plan included in USX's Form 8
Amendment to Form 8-A filed on October 9, 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 10th day of
September, 1999.
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 10th day of
September, 1999.
*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
*J. Gary Cooper
J. Gary Cooper, 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
John W. Snow, Director
*Paul J. Wilhelm
Paul J. Wilhelm, Director
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 May 1, 1999 defines the rights of holders of USX Capital
Stock. (Incorporated by reference to Exhibit 3.1 to
USX's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999.)
4(b) Form 8 Amendment to Registration Statement on Form 8-A filed on
October 9, 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 PricewaterhouseCoopers 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
September 10, 1999
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 4.5 million shares of USX-Marathon Group Common
Stock and 2.4 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 July 27, 1999 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 this Registration
Statement on Form S-8 of our reports dated February 9, 1999 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, in USX
Corporation's Annual Report on Form 10-K for the year ended December 31,
1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
September 10, 1999
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
By: /s/ Thomas 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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
By: /s/ Victor 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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
By: /s/ Jeanette G. 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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
By: /s/ J. Gary Cooper
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
By: /s/ Charles 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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
By: /s/ John W. Snow
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
additional 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 Corporation to comply with said Act and the rules and
regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of July,
1999.
By: /s/ Paul J. Wilhelm
