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Exhibit 4.1
USX CORPORATION
ESTABLISHMENT ACTION OF TERMS COMMITTEE AND RATE COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF USX CORPORATION
ON MARCH 29, 1994
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Resolutions of the Board of Directors (the "Board") of USX Corporation
("USX or the "Issuer") adopted on March 29, 1994 (the "Board Resolutions"): (a)
authorized the issuance and sale of up to $1.0 billion of debt securities, (b)
appointed a Terms Committee to consist of the Chairman of the Board of
Directors, the Executive Vice President-Accounting & Finance and Chief
Financial Officer and the Vice President & Treasurer and delineated the powers
of such committee, and (c) appointed a Rate Committee consisting of the members
of the Terms Committee and the Assistant Treasurer-Corporate Finance and
delineated the powers of such committee. Officers of the Issuer have held
discussions with Salomon Brothers Inc and Lehman Brothers Inc., (the
"Underwriters") concerning a public offering of notes. On the basis of such
discussions, the Terms Committee and the Rate Committee hereby adopt the
following resolutions:
RESOLVED, that the First Supplemental Indenture dated as of December 3,
1996 supplementing the Indenture, dated as of March 15, 1993, between USX
Corporation as Issuer and PNC Bank, National Association, as Trustee, as
attached hereto, is hereby approved with such changes as the executing officer
in his discretion deems appropriate (the Indenture as so supplemented, the
"Indenture").
RESOLVED, that there be, and there is hereby, created, approved and
established under the Indenture, a series of Debt Securities whose terms shall
be as follows (capitalized terms used herein and not otherwise defined herein
having the respective meanings ascribed to them in the Indenture):
(1) The Notes shall be titled, bear interest at the rate, mature and be
exchangeable as follows:
6 3/4% EXCHANGEABLE NOTES DUE FEBRUARY 1, 2000 (THE "NOTES")
(Subject to Exchange at Maturity into Common Stock,
Par Value $.01 Per Share, of RMI Titanium Company)
The aggregate principal amount of the Notes which may be authenticated and
delivered under the Indenture is limited to $117,211,950 except for Notes
authenticated and delivered upon registration or transfer of, or in exchange
for, or in lieu of, other Notes pursuant to the Indenture.
At maturity (including as a result of acceleration or otherwise), the
principal amount of each Note will be mandatorily exchanged by USX into a number
of shares of Common Stock of RMI Titanium Company (or at the option of USX, the
cash equivalent
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and/or such other consideration as permitted or required by the terms of the
Notes) at the Exchange Rate, as defined in the Indenture.
(2) Interest on the Notes shall accrue from December 3, 1996, and be
payable quarterly on February 1, May 1, August 1 and November 1 of each year,
commencing February 1, 1997, until the principal thereof is paid or made
available for payment. Each such February 1, May 1, August 1, or November 1
shall be an "Interest Payment Date" for the Notes. The January 15, April 15,
July 15, or October 15 (whether or not a Business Day), as the case may be, next
preceding an Interest Payment Date shall be the "Regular Record Date" for the
interest payable on such Interest Payment Date. The total amount of principal
and interest due on any Global Security representing one or more Notes on any
Interest Payment Date or at maturity shall be made available to the Trustee in
the City of Pittsburgh, Commonwealth of Pennsylvania on such date.
(3) The Notes shall be issued in the form of one or more fully
registered Global Securities which will be deposited with, or on behalf of, The
Depository Trust Company (the "Depositary") and will be registered in the name
of the Depositary or its nominee.
(4) The Notes shall not be redeemable prior to maturity and shall not
provide for any sinking fund.
(5) The provisions of Section 12.02(b) and Section 12.02(c) of the
Indenture with respect to defeasance of the Debt Securities of a Series and
covenant defeasance of the Debt Securities of a Series, respectively, shall not
be applicable to the Notes.
(6) The provisions of Sections 4.07, 4.08 and 4.09 of the Indenture
with respect to Change in Control shall not be applicable to the Notes.
(7) The public offering price of the Notes shall be 100% of the
principal amount thereof per Note or $106,875,000 in the aggregate, or
$117,211,950 if the over-allotment option is fully exercised.
(8) The net proceeds to be paid to the Issuer by the Underwriters for
the Notes shall be $103,675,000 in the aggregate, or $113,702,446 if the
over-allotment option is fully exercised.
(9) The net proceeds of the Notes shall be used for general business
purposes of the U.S. Steel Group.
(10) The Notes will be issued only in book entry form in denominations
of $21.375 and integral multiples thereof.
RESOLVED, the issuance of one or more Global Securities registered in
the name of the Depositary or its nominee and related Trustee's certificate of
authentication to be endorsed thereon shall be in substantially the form
included in the aforesaid form of Indenture, with such insertions, additions
and changes as shall be hereafter approved by the officers executing the same,
such approval to be conclusively evidenced by their execution thereof, and the
Chairman or any Vice Chairman of the Board of Directors or any Vice president,
and the Treasurer or any Assistant Treasurer of the Issuer, hereby is
authorized, in the name and on behalf of the Issuer, to execute and deliver up
to $117,211,950 aggregate principal amount of the Notes in the form of one or
more
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Global Securities, as required, to the Trustee for authentication and to
execute and deliver to the Trustee the written order of the Issuer for the
authentication and delivery thereof.
RESOLVED, the execution of Global Securities by the Chairman or any
Vice Chairman of the Board of Directors or any Vice President, and the
Treasurer or any Assistant Treasurer by their respective facsimile signatures,
and the printing or engraving of the seal of the Issuer on the Global
Securities, hereby are authorized and approved as and for execution by the
Issuer, notwithstanding that any such officer may have ceased to occupy such
office at any time any Global Security is presented for authentication.
RESOLVED, the form of Underwriting Agreement between the Issuer and the
Underwriters, presented to the Committees, covering the sale by the Issuer and
the purchase by the Underwriters of the Notes, hereby is approved, and the
Chairman or any Vice Chairman of the Board of Directors or any Vice President
hereby is authorized, in the name and on behalf of the Issuer, to execute and
deliver the Underwriting Agreement in substantially such form with such
insertions, additions and changes as may be hereafter approved by the officer
executing and delivering the same, such approval to be conclusively evidenced
by his execution thereof.
RESOLVED, each of the officers of the Issuer hereby is authorized to
execute, deliver and file any and all instruments and documents and amendments
thereto and to do any and all acts or things in the name and on behalf of the
Issuer by him deemed necessary or advisable in connection with the issuance,
sale and delivery of the Notes and for the purpose of carrying into effect any
of the transactions and matters contemplated by this Action.
ROBERT M. HERNANDEZ
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Robert M. Hernandez
Vice Chairman & Chief Financial Officer
G. R. HAGGERTY
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G. R. Haggerty
Vice President & Treasurer
P. C. REINBOLT
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P. C. Reinbolt
Assistant Treasurer-Corporate Finance
Dated: November 26, 1996
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USX CORPORATION
ACTION OF THE SPECIAL COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF USX CORPORATION
ON OCTOBER 29, 1996
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Resolutions of the Board of Directors (the "Board") of USX Corporation
("USX or the "Issuer") adopted on October 29, 1996 (the "Board Resolutions")
authorized the issuance and sale of USX Debt Exchangeable for Common Stock
("DECS") of RMI Titanium Company ("RMI") and appointed a Special Committee to
consist of the Vice President & Treasurer, the Vice President-Accounting &
Finance, U.S. Steel Group, and the Assistant Treasurer-Corporate Finance to
review and approve the final terms and conditions of the DECS. Officers of the
Issuer have held discussions with Salomon Brother Inc and Lehman Brothers Inc.,
(the "Underwriters") concerning a public offering of DECS. On the basis of such
discussions, the Special Committee hereby adopts the following resolutions:
RESOLVED, that the First Supplemental Indenture dated as of December 3,
1996 supplementing the Indenture, dated as of March 15, 1993, between USX
Corporation as Issuer and PNC Bank, National Association, as Trustee, as
attached hereto, is hereby approved with such changes as the executing officer
in his discretion deems appropriate (the Indenture as so supplemented, the
"Indenture").
RESOLVED, that there be, and there is hereby, created, approved and
established under the Indenture, a series of Debt Securities whose terms shall
be as follows (capitalized terms used herein and not otherwise defined herein
having the respective meanings ascribed to them in the Indenture):
(1) The DECS shall be titled, bear interest at the rate, mature and be
exchangeable as follows:
6 3/4% EXCHANGEABLE NOTES DUE FEBRUARY 1, 2000
(Subject to Exchange at Maturity into Common Stock,
Par Value $.01 Per Share, of RMI Titanium Company)
The aggregate principal amount of the DECS which may be authenticated and
delivered under the Indenture is limited to $117,211,950 except for DECS
authenticated and delivered upon registration or transfer of, or in exchange
for, or in lieu of, other DECS pursuant to the Indenture.
At maturity (including as a result of acceleration or otherwise), the
principal amount of each DECS will be mandatorily exchanged by USX into a number
of shares of Common Stock of RMI (or at the option of USX, the cash equivalent
and/or such other consideration as permitted or required by the terms of the
DECS) at the Exchange Rate, as defined in the Indenture.
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(2) Interest on the DECS shall accrue from December 3, 1996, and be
payable quarterly on February 1, May 1, August 1, and November 1 of each year,
commencing February 1, 1997, until the principal thereof is paid or made
available for payment. Each such February 1, May 1, August 1, or November 1
shall be an "Interest Payment Date" for the DECS. The January 15, April 15, July
15, or October 15 (whether or not a Business Day), as the case may be, next
preceding an Interest Payment Date shall be the "Regular Record Date" for the
interest payable on such Interest Payment Date. The total amount of principal
and interest due on any Global Security representing one or more DECS on any
Interest Payment Date or at maturity shall be made available to the Trustee in
the City of Pittsburgh, Commonwealth of Pennsylvania on such date.
(3) The DECS shall be issued in the form of one or more fully
registered Global Securities which will be deposited with, or on behalf of, The
Depository Trust Company (the "Depositary") and will be registered in the name
of the Depositary or its nominee.
(4) The DECS shall not be redeemable prior to maturity and shall not
provide for any sinking fund.
(5) The provisions of Section 12.02(b) and Section 12.02(c) of the
Indenture with respect to defeasance of the Debt Securities of a Series and
covenant defeasance of the Debt Securities of a Series, respectively, shall not
be applicable to the DECS.
(6) The provisions of Sections 4.07, 4.08 and 4.09 of the Indenture
with respect to Change in Control shall not be applicable to the DECS.
(7) The public offering price of the DECS shall be 100% of the
principal amount thereof per DECS or $106,875,000 in the aggregate, or
$117,211,950 if the over-allotment option is fully exercised.
(8) The net proceeds to be paid to the Issuer by the Underwriters for
the DECS shall be $103,675,000 in the aggregate, or $113,702,446 if the
over-allotment option is fully exercised.
(9) The net proceeds of the DECS shall be used for general business
purposes of the U.S. Steel Group.
(10) The DECS will be issued only in book entry form in denominations
of $21.375 and integral multiples thereof.
RESOLVED, the form of Underwriting Agreement between the Issuer and
the Underwriters, presented to the Committee covering the sale by the Issuer
and the purchase by the Underwriters of the DECS, hereby is approved, and the
Chairman or any Vice Chairman of the Board of Directors or any Vice President
hereby is authorized, in the name and on behalf of the Issuer, to execute and
deliver the Underwriting Agreement in substantially such form with such
insertions, additions and changes as
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may be hereafter approved by the officer executing and delivering the same,
such approval to be conclusively evidenced by his execution thereof.
RESOLVED, each of the officer of the Issuer hereby is authorized to
execute, deliver and file any and all instruments and documents and amendments
thereto and to do any and all acts or things in the name and on behalf of the
Issuer by him deemed necessary or advisable in connection with the issuance,
sale and delivery of the DECS and for the purpose of carrying into effect any
of the transactions and matters contemplated by this Action.
G.R. HAGGERTY
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G.R. Haggerty
Vice President & Treasurer
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E.F. Guna
Vice President-Accounting & Finance
U.S. Steel Group
P.C. REINBOLT
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P.C. Reinbolt
Assistant Treasurer-Corporate Finance
Dated: November 26, 1996