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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
USX CAPITAL LLC
(Exact name of registrant as specified in its charter)
Turks and Caicos Islands
(State of incorporation or organization)
98-0137882
(IRS Employer Identification Number)
5555 San Felipe Road
Houston, Texas 77056
(Address of principal executive officers)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class of stock is to be registered
8-3/4% Cumulative Monthly Income New York Stock Exchange
Preferred Shares, Liquidation
Preference $25 per share
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
_______________________________________________________________________________
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a full description of up to 10,000,000 shares of the 8-3/4% Cumulative
Monthly Income Preferred Shares, Series A (the "Shares'') being registered
hereby, reference is made to the information contained under the captions
"Description of Preferred Shares'' in the Prospectus dated February 22, 1994
which is included in the Registrant's Registration Statement on Form S-3 (File
No. 33-52287) and in the Prospectus Supplement dated February 24, 1994, filed
with the Securities and Exchange Commission pursuant to Rule 424(b) on February
25, 1994, under the Securities Act of 1933 as amended. The information
contained in the foregoing Registration Statement and Prospectus is
incorporated herein by reference.
ITEM 2. EXHIBITS
1. Specimen of global security representing the Shares.
2.1 Memorandum of Association of USX Capital LLC, incorporated herein by
reference to Exhibit 3.1 to the Registration Statement on Form S-3 (File No.
33-52287).
2.2 Articles of Association of USX Capital LLC, incorporated herein by
reference to Exhibit 3.2 to the Registration Statement on Form S-3 (File No.
33-52287).
2.3 Terms of the shares, incorporated herein by reference to Exhibit 4 to USX
Corporation's Current Report on Form 8-K dated February 24, 1994, filed with
the Securities and Exchange Commission on February 25, 1994 (File No. 1-5153).
2.4 Payment and Guarantee Agreement incorporated herein by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-3
(File No. 33-52287).
2.5 Loan Agreement, incorporated herein by reference to Exhibit 4.2 to the
Registration Statement on Form S-3 (File No. 33-52287).
2.6 Agreement as to Expenses and Liabilities, incorporated herein by reference
to Exhibit 4.3 to the Registration Statement on Form S-3 (File No. 33-52287).
2.7 Keep Well Agreement, incorporated herein by reference to Exhibit 4.4 to the
Registration Statement on Form S-3 (File No. 33-52287).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, USX Capital LLC has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
USX CAPITAL LLC
(Registrant)
By USX Capital Management Company, as Manager
/s/ Jerry Howard
By:_______________________
Jerry Howard
Treasurer
Dated: February 25, 1994
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Exhibit 1
Certificate Number of
Number Shares
R-1 0,000,000
CUSIP NO. P96460103
Certificate Evidencing Shares
8-3/4% Cumulative Monthly Income Preferred Shares, Series A
of
USX CAPITAL LLC
USX Capital LLC, a limited life company organized under the laws of the
Turks and Caicos Islands (the "Company"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of 0,000,000 fully paid and non-assessable
shares of the 8-3/4% Cumulative Monthly Income Preferred Shares, Series A, of
the Company (the "Shares") transferable on the books and records of the
Company, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The rights,
preferences and limitations of the Shares are set forth in, and this
Certificate and the Shares represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the resolutions of the
Manager of the Company authorizing the issuance of the Shares and determining
the preferred, deferred and other special rights and restrictions, regarding
dividends, voting, return of capital and otherwise, and other matters relating
to the Shares (the "Share Terms"), a copy of which is on file at the principal
offices of the Company and at the offices of Mellon Bank, N.A., the Registrar
and Transfer Agent for the Shares. The Company or the Registrar and Transfer
Agent will furnish a copy of such Share Terms to the Holder without charge upon
written request to the Company at its principal place of business or registered
office, as the case may be. Capitalized terms used herein but not defined shall
have the meaning given them in the Share Terms. The Holder is entitled to the
benefits of the Payment and Guarantee Agreement of USX Corporation dated March
3, 1994 (the "Guarantee") to the extent provided therein and is entitled to
enforce the rights of the Company under the Loan Agreement between the Company
and USX Corporation dated March 3, 1994 (the "Loan Agreement"), the Agreement
as to Expenses and Liabilities between the Company and USX Corporation dated
March 3, 1994 (the "Expense Agreement") and the Keep Well Agreement between
the Manager of the Company and USX Corporation dated March 3, 1994 (the "Keep
Well Agreement"), in each case to the extent provided therein. The Company
will furnish a copy of such Guarantee, Loan Agreement, Expense Agreement and
Keep Well Agreement to the Holder without charge upon written request to the
Company at its principal place of business or registered office.
The Holder, by accepting this Certificate, is deemed to have (i) agreed that
the Loans are subordinate and junior in right of payment to all Senior
Indebtedness as and to the extent provided in the Loan Agreement and (ii) agreed
that the Guarantee in subordinate and junior in right of payment to all
liabilities of USX Corporation and senior to the most senior preferred or
preference stock of any series now or hereafter issued by USX Corporation and
senior to any guarantee now or hereafter entered into by USX Corporation in
respect of any preferred or preference stock of any affiliate of USX
Corporation, as and to the extent provided in the Guarantee.
IN WITNESS WHEREOF, this certificate has been signed on behalf of the Company
by its duly authorized Manager and countersigned by a duly authorized officer
of each of USX Corporation, as Guarantor and Mellon Bank, N.A., as Registrar
and Transfer Agent this 3rd day of March, 1994.
USX CAPITAL LLC
BY USX CAPITAL MANAGEMENT COMPANY,
AS MANAGER
By:______________________
BY MELLON BANK, N.A., BY USX CORPORATION,
AS REGISTRAR AND TRANSFER AGENT AS GUARANTOR
By:_____________________ By: _____________________
