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): July 2, 2001
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 Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification Number)
600 Grant Street Pittsburgh, PA 15219-4776
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (412) 433-1121
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events
On July 2, 2001, USX Corporation, a Delaware corporation (the
"Company"), completed a corporate reorganization to implement a new holding
company structure. The reorganization was effected by a merger of the then
existing USX Corporation ("Old USX") with and into United States Steel LLC,
a Delaware limited liability company and a wholly owned subsidiary of the
Company ("SteelCo"), with SteelCo continuing as the surviving entity (the
"HoldCo Merger"), pursuant to the Holding Company Reorganization Agreement,
dated as of July 1, 2001, by and among Old USX, the Company and SteelCo
("Reorganization Agreement").
As a result of the HoldCo Merger, the Company became a holding
company that owns all of the outstanding equity of Marathon Oil Company, an
Ohio corporation which owns and operates the business of the Company's
Marathon Group, and of United States Steel LLC, a Delaware limited
liability company which owns and operates the business of the Company's
U.S. Steel Group. The new holding company has taken the name "USX
Corporation." Old USX effected this reorganization to better structurally
align its assets and liabilities with the attribution of these assets and
liabilities to the Marathon Group and the U. S. Steel Group. Under Delaware
law, no action is or was required to be taken by any stockholder in
connection with the HoldCo Merger. No changes were made to the rights of
any stockholder, and it is expected that stock holders will not recognize
any gain or loss for federal income tax purposes in connection with the
HoldCo Merger.
In the HoldCo Merger, (i) each share of USX-Marathon Group Common
Stock, par value $1.00 per share, of Old USX was converted into one share
of USX-Marathon Group Common Stock, par value $1.00 per share, of the new
holding company, which will continue to trade on the NYSE, PSE and CSE
under the symbol "MRO", (ii) each share of USX-U. S. Steel Group Common
Stock, par value $1.00 per share, of Old USX was converted into one share
of USX-U. S. Steel Group Common Stock, par value $1.00 per share, of the
new holding company, which will continue to trade on the NYSE, PSE and CSE
under the symbol "X", and (iii) each share of USX 6.50% Cumulative
Convertible Preferred Stock, no par value, of Old USX was converted into
one share of 6.50% Cumulative Convertible Preferred Stock, no par value, of
the new holding company, which will continue to trade on the NYSE under the
symbol "X pa". No exchange or surrender of stock certificates is required
in connection with the HoldCo Merger. Stock certificates continue to
represent shares of USX-Marathon Group Common Stock, USX-U. S. Steel Group
Common Stock or USX 6.50% Cumulative Convertible Preferred Stock, as
applicable.
The above description of the HoldCo Merger is qualified in its
entirety by the Reorganization Agreement which is attached hereto as an
exhibit and is incorporated by reference herein.
Also in connection with the HoldCo Merger, the Rights Agreement
(the "Rights Agreement"), dated September 28, 1999, between Old USX and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), was amended
to provide that Old USX assigned to the Company all of Old USX's rights
under, and the Company assumed and agreed to perform and discharge when
due, all of Old USX's obligations under, the Rights Agreement (the "Rights
Amendment"). A copy of the Rights Amendment is filed herewith as an exhibit
and incorporated herein by reference.
A copy of the press release issued by the Company announcing
completion of the holding company reorganization is attached hereto as an
exhibit and is incorporated by reference herein.
ITEM 7(c). Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
2.1 Holding Company Reorganization
Agreement, dated as of July 1, 2001, by
and among USX Corporation, USX HoldCo,
Inc. and United States Steel LLC
3.1 Restated Certificate of Incorporation
of the Company, filed with the
Secretary of State of the State of
Delaware on July 2, 2001
3.2 By-laws of the Company
4.1 Amendment to Rights Agreement, dated
July 2, 2001, among USX Corporation,
USX HoldCo, Inc. and ChaseMellon
Shareholder Services, L.L.C.
99.1 Press Release of USX Corporation dated
July 2, 2001
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/ L.G. Schultz
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Name: L.G. Schultz
Title: Vice President - Accounting
Dated: July 2, 2001
EXHIBIT INDEX
Exhibit No. Description
2.1 Holding Company Reorganization
Agreement, dated as of July 1, 2001, by
and among USX Corporation, USX HoldCo,
Inc. and United States Steel LLC
3.1 Restated Certificate of Incorporation
of the Company, filed with the
Secretary of State of the State of
Delaware on July 2, 2001
3.2 By-laws of the Company
4.1 Amendment to Rights Agreement, dated
July 2, 2001, among USX Corporation,
USX HoldCo, Inc. and ChaseMellon
Shareholder Services, L.L.C.
99.1 Press Release of USX Corporation dated
July 2, 2001