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
UNITED STATES STEEL TO COMMENCE EXCHANGE OFFERS
PITTSBURGH, Nov. 7 - USX Corporation announced today that United
States Steel LLC, currently a wholly owned subsidiary of USX Corporation, is
commencing its offers to exchange $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 of USX
Corporation ("6.50% Preferred Stock"); $50 principal amount of its SQUIDS for
each validly tendered and accepted 6.75% Convertible Quarterly Income Preferred
Security ("6.75% QUIPS") of USX Capital Trust I, plus a cash payment for accrued
but unpaid distributions; and $25 principal amount of its SQUIDS for each
validly tendered and accepted 8.75% Cumulative Monthly Income Preferred Share,
Series A ("8.75% MIPS"), of USX Capital LLC, 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 in the
exchange offers. 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.
The SQUIDS will be issued in $25 denominations.
All outstanding shares of 6.50% Preferred Stock at the effective time of
the proposed Separation of USX's steel and energy businesses will be converted
into the right to receive, in cash, $50 plus accrued but unpaid dividends, and
all outstanding 6.75% QUIPS at the effective time of the proposed Separation
will be redeemed for a cash payment of $50 plus accrued but unpaid
distributions. All outstanding 8.75% MIPS will be redeemed on December 31, 2001
for a cash payment of $25.18 per share reflecting the redemption price of $25,
plus a cash payment for accrued but unpaid dividends through the redemption
date. The exchange offers are scheduled to expire at 5:00 p.m., New York City
time, on December 7, 2001 and are being made only through a registration
statement, tender offer statement and prospectus dated November 5, 2001.
United States Steel will issue up to an aggregate of $365 million principal
amount of SQUIDS in the exchange offers for a maximum face amount of $77 million
of 6.50% Preferred Stock, $127 million of 6.75% QUIPS, and $161 million of 8.75%
MIPS. If tenders for more than the maximum face amount of any series of
outstanding securities are received in the exchange offers, the number of
validly tendered outstanding securities of such series will be subject to
proration. Beneficial owners of any of the securities who decide to participate
in the exchange offers should contact Goldman, Sachs & Co., the Dealer Manager
for the exchange offer, or their own broker, dealer, bank, trust company or
other financial advisor.
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This press release does not constitute an offer to sell or a solicitation
of an offer to exchange any security which may be made solely under the November
5, 2001 prospectus issued by United States Steel LLC relating to the SQUIDS and
included in the registration statement filed with the Securities and Exchange
Commission on November 5, 2001.This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
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 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, at the Securities and Exchange Commission's website at
http://www.sec.gov/. 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).