-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IefcUUGgh0BYwoFFwGWElDahBbvPGA+EGhZ45wd0epXFHRx6ClSY6APHlgaozmsZ 2iOlGYywXDdQCNUtINRN7g== 0000101778-97-000004.txt : 19970520 0000101778-97-000004.hdr.sgml : 19970520 ACCESSION NUMBER: 0000101778-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970515 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970515 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: USX CORP CENTRAL INDEX KEY: 0000101778 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 250996816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05153 FILM NUMBER: 97609205 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219-4776 BUSINESS PHONE: 4124331121 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES STEEL CORP/DE DATE OF NAME CHANGE: 19860714 8-K 1 1 UNITED STATES 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 (Date of earliest event reported): May 15, 1997 USX Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5153 25-0996816 --------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 600 Grant Street, Pittsburgh, PA 15219-4776 - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (412) 433-1121 ------------------------------ (Registrant's telephone number, including area code) 2 Item 5. Other Events. On May 15, 1997, USX Corporation announced that its Marathon Group and Ashland Inc. had signed a letter of intent to pursue a combination of major elements of their refining, marketing and transportation operations. Under the terms of the letter of intent, USX will have a 62% ownership and Ashland will have a 38% ownership of a joint venture which is expected to be formed following regulatory review and the completion of definitive agreements. A copy of the press release is filed herewith as an exhibit. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.) Press Release. 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 ------------------- Kenneth L. Matheny Vice President & Comptroller Dated: May 15, 1997 EX-99 2 1 Exhibit (c) 99. FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION: USX Corporation Ashland Inc. William E. Keslar Dan Lacy (412) 433-6870 (606) 329-3148 USX-MARATHON GROUP AND ASHLAND INC. PURSUE NEW VENTURE PITTSBURGH, May 15, 1997 -- USX Corporation and Ashland Inc. today announced the signing of a letter of intent to pursue a combination of the major elements of USX- Marathon Group's and Ashland's refining, marketing and transportation operations. Under its terms, USX-Marathon will have a 62 percent ownership and Ashland will have a 38 percent ownership in a joint venture which is expected to be formed following regulatory reviews and execution of definitive agreements and approval by the boards of USX and Ashland. In making this announcement, USX Chairman Thomas J. Usher said, "The goal of this joint venture is to create a competitive enterprise which capitalizes on the strengths and complementary assets of both companies. Market conditions have dictated that new approaches be explored to improve performance and growth opportunities. Our collective focus will be to build upon the strengths of each company to further improve our competitiveness and return to our shareholders." Ashland Chairman and CEO Paul Chellgren added, "The petroleum refining and marketing industry in the United States is undergoing a rapid transformation based on the need to improve profitability, create new efficiencies and better serve customers and shareholders. The combination of Ashland's and Marathon's refining and marketing businesses will create a stronger, more efficient company with greater prospects for long-term job creation and better ability to provide enhanced shareholder and customer value." Marathon and Ashland have agreed that exploration, production and chemical businesses are not to be a part of the new venture. Other exclusions include Ashland's Valvoline division, along with equity investments in certain pipelines for both companies. Ashland's refinery-produced petrochemicals will become part of the joint venture. The joint venture's headquarters will be located in Findlay, Ohio and J. L. "Corky" Frank, currently Marathon's executive vice president, refining, marketing - more - 2 and transportation, will be named president of the yet unnamed entity. Ashland's Duane Gilliam, currently Ashland Petroleum executive vice president, will be appointed as executive vice president for the joint venture. Current plans are to maintain the existing brand identification for each company. Marathon markets under the Marathon brand name and through its Emro Marketing Company brands: Speedway, Bonded, Cheker, Starvin' Marvin, United, Gastown, Wake Up and Kwik Sak. Ashland brands include: Ashland, Super America and Rich Oil. Future decisions on brand identification or consolidation may be undertaken by the new company. Usher and Chellgren emphasized that prospective synergies will be defined over the next several months. It is expected that the joint venture will be able to achieve substantial benefits largely by pursuing operational efficiencies and integrating the strengths of their business processes, management systems and administrative support functions. These efficiencies are not premised on the closure of major operating facilities, however, future decisions in this regard will be governed by business conditions and the needs of the joint venture consistent with the achievement of its business plan. The principal aim of the joint venture is to develop the most efficient and competitive organization for the new company with consideration for the communities in which it operates. As the new company structure is formed, there will likely be workforce reductions and job reassignments, but the long term growth potential of this combined entity could provide future employment opportunities. Chellgren and Usher added, "Combining the strengths of our supply, distribution, and marketing systems and capitalizing on our mutual experience will serve our stockholders well in the long run." Marathon Oil Company is part of the USX-Marathon Group (NYSE:MRO), a unit of USX Corporation. Ashland Inc. (NYSE:ASH) is a large energy and chemical company engaged in petroleum refining and marketing; coal; highway construction; and oil and gas exploration and production. -o0o- 3 This press release contains forward-looking statements concerning the future benefits which may be realized from a combination of the Marathon and Ashland refining, marketing and transportation operations. The realization of these benefits is dependent upon the execution of a definitive agreement, receipt of government approvals, the success with which the integration of the operations, management systems and business processes is accomplished and the business conditions prevailing in the markets to be served by the combined operations. In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, USX has included in Form 10-Q for the period ended March 31, 1997, and Ashland Inc. has included in its annual report and Form 10-K for the fiscal year ended Sept. 30, 1996, meaningful cautionary statements identifying important factors, but not necessarily all factors, that could cause actual results to differ materially from those set forth in the forward-looking statements. For more information on Marathon, see its website at www.marathon.com or www.usx.com. For more information on Ashland, see its website at www.ashland.com. 1997-5-15 4 TOTAL ASSETS OF PROPOSED NEW COMPANY FACT SHEET MARATHON FACTS ASHLAND FACTS FACTS ON PROPOSED NEW COMPANY HEADQUARTERS HEADQUARTERS HEADQUARTERS Marthon Oil Company Ashland Petroleum JOINT VENTURE P. O. Box 3128 Company (To be named) Houston, TX 77253-3128 P. O. Box 391 Findlay, OH (713)629-6600 Phone Ashland, KY 41114 (713)871-0728 FAX (606) 329-3333 Phone MANAGEMENT: (606) 329-4795 FAX J. L. Corky Frank, President Duane Gilliam, Executive Vice President Marathon Refineries (4) Ashland Refineries (3) New Company Refineries (7) Garyville, LA Capacity: Garyville, LA Capacity: 255,000 b/d 255,000 b/d Catlettsburg, KY Catlettsburg, KY Capacity: Capacity: 220,000 b/d 220, 000 b/d Robinson, IL Capacity: Robinson, IL Capacity: 180,000 b/d 180,000 b/d St. Paul, MN St. Paul, MN Capacity: Capacity:70,000 b/d 70,000 b/d Texas City, TX Capacity: Texas City, TX Capacity: 70,000 b/d 70,000 b/d Canton, OH Canton, OH Capacity: Capacity:65,000 b/d 65,000 b/d Detroit, MI Capacity: Detroit, MI Capacity: 70,000 b/d 70,000 b/d Total Marathon Capacity: Total Ashland Total Combined Capacity: 575,000 b/d Capacity:355,000 b/d 930,000 b/d Marathon Percent of U.S. Ashland Percent of Percent of U.S. Capacity: 3.7% U.S.Capacity: 2.3% Capacity: 6.0% 5 MARATHON FACTS ASHLAND FACTS FACTS ON PROPOSED NEW COMPANY Terminals Terminals Terminals 51 light product and 34 light product and 85 light product and asphalt terminals in asphalt terminals asphalt terminals. One light Midwest and Southeast product facility in Niles, MI is jointly owned by both Marathon and Ashland. Retail Marketing Retail Marketing Retail Marketing Approximately 3,980 Approximately 1,420 Approximately 5,400 outlets outlets in 17 states outlets in 11 states in 20 states including: including: including: Alabama, Florida, Illinois, Indiana, Alabama, Florida, Georgia, Georgia,Illinois, Kentucky, Minnesota Illinois, Indiana, Kentucky, Indiana, Kentucky, North Dakota, Ohio, Louisiana, Michigan, Minnesota Louisiana, Michigan, Pennsylvania, South Mississippi, North Carolina, Mississippi, North Dakota, Virginia, North Dakota, Ohio, Carolina, Ohio, West Virginia, Pennsylvania, South Carolina, Pennsylvania, South Wisconsin South Dakota, Tennessee, Carolina, Tennessee, Virginia, West Virginia, Virginia, West Viginia, Wisconsin Wisconson Pipeline Pipeline Pipeline Owns, leases or has Owns, leases or has Most of Marathon's and ownership interest in ownership interest Ashland's pipeline holdings 5,142 miles of pipeline in 5,790 miles of will go to the joint venture, that will be included pipeline in 13 with some relatively minor in this joint venture. states. This exclusions. Marathon's 11.1% This includes 1,052 includes 2,287 interest in Capline and miles of crude oil miles of crude oil certain other equity pipeline gathering lines, 1,761 gathering lines, interest are not included. miles of crude oil 2,987 miles of Ashland's 21.6% interest in trunk lines and crude oil trunk Capline, the large pipeline 2,329 miles of product lines, 475 miles that transports crude oil line. of product lines from St. James, LA to and 41 miles of Patoka, IL is included in natural gas liquid the joint venture. lines. 19976-5-15 -----END PRIVACY-ENHANCED MESSAGE-----