UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
January 1, 1998
USX Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-5153 25-0996816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-4776
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(Address of principal executive offices) (Zip Code)
(412) 433-1121
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(Registrant's telephone number,
including area code)
Item 5. Other Events
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On January 2, 1998, USX Corporation's Marathon Oil Company ("Marathon")
and Ashland Inc. ("Ashland") jointly announced that they had closed the
transaction that officially forms the refining and marketing company, Marathon
Ashland Petroleum LLC (the "Company"). The close of the transaction was
effective January 1, 1998. Marathon has a 62 percent interest in the Company
and Ashland holds a 38 percent interest.
In connection with the formation of the Company, Marathon and Ashland
entered into a Limited Liability Company Agreement dated January 1, 1998, (the
"LLC Agreement"). The LLC Agreement provides that the Company will be managed
by a Board of Managers consisting of three representatives designated by
Marathon, two representatives designated by Ashland and the President of the
Company (a non-voting member of the Board). The LLC Agreement provides for an
initial term of the Company expiring on December 31, 2022 (25 years from its
formation.) The term will automatically be extended for ten year periods,
unless at least two years prior to the end of a term, either Marathon or Ashland
gives notice to the other party that it wants to terminate the term of the
Company.
At any time after December 31, 2002, either Marathon or Ashland may sell
all of its ownership interest in the Company to a third party, subject to a
right of first refusal by the other party retaining ownership interest in the
Company.
The foregoing description of the LLC Agreement is qualified in its
entirety by reference to the provisions of such agreement, which is attached
hereto as Exhibit 10.1.
In connection with the formation of the Company, Marathon, Ashland, the
Company and USX Corporation entered into a Put/Call, Registration Rights and
Standstill Agreement (the "Put/Call Agreement"). The Put/Call Agreement
provides that at any time after December 31, 2004, Ashland will have the right
to sell to Marathon all of Ashland's ownership interests in the Company, for an
amount in cash and/or Marathon or USX debt or equity securities equal to the
product of 85% (90% if equity securities are used) of the fair market value of
the Company at that time, multiplied by Ashland's percentage interest in the
Company. Payment could be made at closing, or at Marathon's option, in three
equal annual installments, the first of which would be payable at closing. At
any time after December 31, 2004, Marathon will have the right to purchase all
of Ashland's ownership interests in the Company, for an amount in cash equal to
the product of 115% of the fair market value of the Company at that time,
multiplied by Ashland's percentage interest in the Company.
Notice by Marathon or Ashland that they wish to terminate the term of
the company would accord the non-terminating party the right to purchase the
terminating party's ownership interests in the Company at fair market value.
The foregoing description of the Put/Call Agreement is qualified in its
entirety by reference to the provisions of such agreement, which is attached
hereto as Exhibit 10.2.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
10.1 Limited Liability Company Agreement of
Marathon Ashland Petroleum LLC dated January 1, 1998
10.2 Put/Call, Registration Rights and Standstill Agreement
dated January 1, 1998
99.1 Press Release dated January 2, 1998
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
USX CORPORATION
By /s/ Kenneth L. Matheny
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Kenneth L. Matheny
Vice President and Comptroller
Dated: January 12, 1998