SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 28, 1999
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, Pennsylvania 15219-4776
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (412) 433-1121
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 28, 1999, the Board of Directors of USX
Corporation (the "Company") approved the extension of the benefits afforded
by the Company's existing rights plan by adopting a new stockholder rights
plan. The new plan, like the existing plan, is intended to deter coercive
or partial offers which will not provide fair value to all stockholders and
enhance the Board's ability to represent all stockholders and thereby
maximize stockholder values.
Pursuant to the new Rights Agreement between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, (i) one USX-U.S.
Steel Group Right (a "Steel Right") will be issued for each outstanding
share of USX-U.S. Steel Group Common Stock ("Steel Stock") and (ii) one
USX-Marathon Group Right (a "Marathon Right" and, together with the Steel
Rights, the "Rights") will be issued for each share of USX-Marathon Group
Common Stock ("Marathon Stock" and, together with the Steel Stock, the
"Voting Stock") to stockholders of record at the close of business on
October 9, 1999, the day the existing rights will expire. Each of the new
Rights will entitle the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Preferred Stock, without par
value, of the Company, at a price of $110 per one one-hundredth of a share,
subject to adjustment. The Rights generally will not become exercisable
unless and until, among other things, any person acquires 15% or more of
the voting power of the outstanding Voting Stock. Like the existing plan,
the new rights plan contains a "qualifying offer" feature that exempts
fully financed all-cash tender offers for all outstanding Voting Stock that
satisfy certain defined conditions. The new Rights are redeemable under
certain circumstances at $.01 per Right and will expire, unless earlier
redeemed or extended, on October 9, 2009.
The description and terms of the new Rights are set forth in
the 1999 Rights Agreement, a copy of which is filed herewith and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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4 Rights Agreement, dated as of September 28, 1999, between USX
Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, which includes as Exhibit A thereto, a Summary
of Rights to Purchase Preferred Stock and as Exhibit B
thereto, the Form of Rights Certificate.
SIGNATURES
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
____________________________
Name: Kenneth L. Matheny
Title:Vice President & Comptroller
Date: September 28, 1999
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
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4 Rights Agreement, dated as of September 28, 1999,
between USX Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes
as Exhibit A thereto, a Summary of Rights to
Purchase Preferred Stock and as Exhibit B thereto,
the Form of Rights Certificate.