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 29, 2003
MARATHON OIL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5153 25-0996816
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
5555 San Felipe Road, Houston, TX 77056-2723
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(Address of Principal Executive Offices)
(713) 629-6600
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(Registrant's telephone number, including area code)
ITEM 5. Other Events
On January 29, 2003, Marathon Oil Corporation ("Marathon") amended
the Rights Agreement, dated as of September 28, 1999, as amended,
between Marathon and National City Bank, as successor rights
agent. The Rights Agreement was amended so that the Rights to
Purchase Series A Junior Preferred Stock will expire on January
31, 2003, more than six years earlier than initially specified in
the plan. Marathon issued a press release in connection with this
amendment. The press release and the Rights Agreement, as amended,
are attached hereto as exhibits and incorporated herein by
reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
4.1 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 B the
form of Rights Certificate. (Incorporated by reference to
Exhibit 4.6 to Post-Effective Amendment No. 2 to Marathon
Oil Corporation's Registration Statement on Form S-3 filed
on February 6, 2002 (Registration No. 333-88797).)
4.2 First Amendment to Rights Agreement, dated as of
July 2, 2001, between USX Corporation, USX HoldCo, Inc.(to
be renamed USX Corporation), and Mellon Investor
Services LLC (formerly known as ChaseMellon Shareholder
Services, L.L.C.), as Rights Agent. (Incorporated by
reference to Exhibit 4.6 to Post-Effective Amendment No. 2
to Marathon Oil Corporation's Registration Statement on
Form S-3 filed on February 6, 2002
(Registration No. 333-88797).)
4.3 Second Amendment to Rights Agreement, dated as of
December 31, 2001, between USX Corporation (to be
renamed Marathon Oil Corporation) and National
City Bank, as Rights Agent. (Incorporated by
reference to Exhibit 4.6 to Post-Effective
Amendment No. 2 to Marathon Oil Corporation's
Registration Statement on Form S-3 filed on
February 6, 2002 (Registration No. 333-88797).)
4.4 Third Amendment to Rights Agreement, dated as of
January 29, 2003, between Marathon Oil Corporation and
National City Bank, as Rights Agent.
99.1 Press Release dated January 30, 2003.
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.
MARATHON OIL CORPORATION
By: /s/ A. G. Adkins
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A. G. Adkins
Vice President - Accounting and Controller
Dated: January 31, 2003