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):
MAY 20, 2003
UNITED STATES STEEL 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 (IRS Employer
of incorporation) File Number) Identification No.)
600 GRANT STREET, PITTSBURGH, PA 15219-4776
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(Address of principal executive offices) (Zip Code)
(412) 433-1121
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(Registrant's telephone number,
including area code)
ITEM 2. ACQUISITION OF ASSETS
On May 20, 2003, United States Steel Corporation (the "Corporation") completed
the acquisition of substantially all of the integrated steelmaking assets of
National Steel Corporation (the "Acquisition"). The Corporation intends to
continue to use the acquired assets in the business of producing steel. The
press release announcing the completion of the acquisition, which is filed as
Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference, contains
a more complete description of the event.
The aggregate purchase price of the Acquisition was $1.05 billion, consisting of
$850 million in cash and $200 million in assumed obligations. The purchase price
was determined by arm's-length negotiations between the Corporation and National
Steel Corporation. The cash portion of the purchase price was financed in part
from the net proceeds of a $450 million offering of the Corporation's 9 3/4%
Senior Notes due 2010 (the "9 3/4% Notes"), discussed below. The remainder of
the cash purchase price, and other cash delivered at closing (including lease
payments due and transaction fees and expenses), was financed with available
cash (including the net proceeds from the February 2003 issuance of the
Corporation's 7% Series B Mandatory Convertible Preferred Shares) and the
proceeds from the sale of accounts receivable under the Corporation's accounts
receivable program.
ITEM 5. OTHER EVENTS
On May 20, 2003 the Corporation completed the sale of $450,000,000 of 9 3/4%
Senior Notes due 2010.
The Underwriting Agreement (dated as of May 14, 2003) and the Officer's
Certificate relating to the 9 3/4% Notes are filed as Exhibits 1.1 and 4.1,
respectively. Additionally, the Corporation amended certain covenants relating
to its 10 3/4% Senior Notes Due 2008 with the execution of a Second Supplemental
Indenture dated as of May 20, 2003, attached hereto as Exhibit 4.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
(The financial statements of National Steel Corporation as of and for
the three months ended March 31, 2003 and as of December 31, 2002 and
2001 and for the three years ended December 31, 2002 are set forth on
pages F-71 to F-116 of Exhibit 99.2)
(b) Pro forma financial information.
(See pages F-26 to F-35 of Exhibit 99.2)
(c) Exhibit No. Description
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1.1 Underwriting Agreement dated as of May 14, 2003
2.1 Asset Purchase Agreement dated as of April 21, 2003
(incorporated by reference to Exhibit 2 of Current
Report on Form 8-K filed April 22, 2003)
2.2* First Amendment to Asset Purchase Agreement, dated
as of May 20, 2003
4.1 Officer's Certificate, setting forth terms and the
form of the 9 3/4% Notes
4.2 Second Supplemental Indenture, dated as of May 20,
2003
23.1 Consent of Ernst & Young LLP.
99.1 Press release dated May 20, 2003
99.2 Prospectus Supplement, dated May 14, 2003
* The exhibits and schedules to the First Amendment
to the Asset Purchase Agreement are not being filed
herewith. The Corporation undertakes to furnish
supplementally a copy of any omitted exhibit or
schedule to the Securities and Exchange Commission
upon request. Pursuant to Item 601(b)(2) of
Regulation S-K, set forth below is a list of the
omitted exhibits and schedules, each with a brief
description.
Exhibit A Acquired Assets List of Assumed Contracts
Exhibit B Granite City Section III Landfill
Property Description
Exhibit C Granite City Section IV Landfill
Property Description
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.
United States Steel Corporation
By /s/ L.G. Schultz
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L.G. Schultz
Dated: May 22, 2003