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
USX-DELHI GROUP COMMON STOCK
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Redemption Price Calculation
(Dollars in Millions, except per share amounts)
Gross Price of Delhi Companies $762.0
Less: Adjustments per Stock Purchase
and Sale Agreement 1 10.4
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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
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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.