Filed by United States Steel LLC and USX Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 13e-4
Of the Securities Exchange Act of 1934
Subject Company: USX Corporation
Commission File No. 333-71454
Notice of Extension
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell any securities. The exchange offers are made solely by the
Prospectus dated November 5, 2001 and the related Letters of Transmittal and
Notices of Guaranteed Delivery and are being made to all holders of
Outstanding Securities. The exchange offers are not being made to, nor will
tenders be accepted from or on behalf of, holders of Outstanding Securities in
any jurisdiction in which the making or accepting of the exchange offers would
not be in compliance with the laws of such jurisdiction.
$365,000,000
United States Steel LLC
to be converted into
United States Steel Corporation
Offers to Exchange
10% Senior Quarterly Income Debt Securities due 2031 (SQUIDS(SM))
for the following Securities (the "Outstanding Securities"):
6.50% Cumulative Convertible Preferred Stock of USX Corporation
(CUSIP No. 902905 819)
6.75% Convertible Quarterly Income Preferred Securities (QUIPS(SM)) of
USX Capital Trust I (CUSIP No. 90339 E201)
8.75% Cumulative Monthly Income Preferred Shares (MIPS(R)), Series A, of
USX Capital LLC (CUSIP No. P96460 103)
United States Steel LLC ("US Steel") has extended the expiration of its
offers to exchange the Outstanding Securities to midnight, New York City time,
on Friday, December 14, 2001. US Steel also reduced the minimum amount of
SQUIDS that must be issued in the Exchange Offers from $150,000,000 to
$25,000,000.
United States Steel LLC is offering to exchange, subject to the terms and
conditions described in the Prospectus dated November 5, 2001 and the related
letters of transmittal, as amended by the modifications described above, the
following Outstanding Securities:
|X| $50 principal amount of its 10% Senior Quarterly Income Debt
Securities due 2031 ("SQUIDS"), for each validly tendered and
accepted share of 6.50% Cumulative Convertible Preferred Stock
("6.50% Preferred Stock") of USX Corporation (CUSIP 902905 819);
|X| $50 principal amount of SQUIDS, for each validly tendered and
accepted 6.75% Convertible Quarterly Income Preferred Security of USX
Capital Trust I (CUSIP 90339 E201), plus a cash payment for accrued
but unpaid distributions; and
|X| $25 principal amount of SQUIDS, for each validly tendered and
accepted 8.75% Cumulative Monthly Income Preferred Share, Series A,
of USX Capital LLC (CUSIP P96460 103), plus a cash payment for
accrued but unpaid dividends.
Holders of shares of 6.50% Preferred Stock tendered and accepted in the
exchange offers will not be paid accrued dividends on the Exchange Date.
Rather, all holders of 6.50% Preferred Stock as of December 3, 2001 will
receive payment on December 31, 2001 in the amount of the full quarterly
dividend payable on the 6.50% Preferred Stock for the fourth quarter.
Holders of any of the securities that are the subject of the exchange offers
are advised to read the registration and tender offer statements because they
contain important information. Such holders may obtain, at the Securities and
Exchange Commission's website at http://www.sec.gov/, a free copy of the
registration and tender offer statements, prospectus and other documents filed
by USX Corporation and United States Steel LLC with the Securities and
Exchange Commission. Such holders may also obtain a free copy of the
prospectus contained in the registration and tender offer statements from USX
Corporation, Shareholder Services, 600 Grant Street, Room 611, Pittsburgh, PA
15219-4776. Phone (412) 433-4801, (866) 433-4801 (toll free), (412) 433-4818
(fax).
The Dealer Managers for the The Information Agent for the The Exchange Agent for the Exchange Offers
Exchange Offers are: Exchange Offers is: is:
Goldman, Sachs Mellon Investor The Bank of New York
& Co. Services LLC 20 Broad Street
85 Broad Street 44 Wall Street - 7th Floor Corp. Trust Services Window
New York, New York 10004 New York, New York 10005 New York, New York 10286
Toll Free: (800) 828-3182 Toll Free: (866) 293-6624 Attn: Reorganization Unit
Tel: (917) 320-6286 Fax (Eligible Institutions Only):
(914) 773-5015 or (914) 773-5025
To Confirm by Tel: (914) 773-5735
SQUIDS(SM) and QUIPS(SM) are service marks and MIPS(R) is a registered trademark
of Goldman, Sachs & Co.