-----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, IvCGEmkfV4KOTp7LRqW8xRg0LLoZROqM0QH6oHwM1mzBifZjkjZftOC7jZYasH0f Lvh7YZitKf++nrCx2Tn1EQ== 0000950172-01-501228.txt : 20020412 0000950172-01-501228.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950172-01-501228 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011130 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05153 FILM NUMBER: 1804407 BUSINESS ADDRESS: STREET 1: 600 GRANT ST STREET 2: ROOM 1312 CITY: PITTSBURGH STATE: PA ZIP: 15219-4776 BUSINESS PHONE: 4124331121 MAIL ADDRESS: STREET 1: 600 GRANT STREET STREET 2: ROOM 1312 CITY: PITTSBURGH STATE: PA ZIP: 15219-4776 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES STEEL CORP/DE DATE OF NAME CHANGE: 19860714 FILED BY: 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: 425 BUSINESS ADDRESS: STREET 1: 600 GRANT ST STREET 2: ROOM 1312 CITY: PITTSBURGH STATE: PA ZIP: 15219-4776 BUSINESS PHONE: 4124331121 MAIL ADDRESS: STREET 1: 600 GRANT STREET STREET 2: ROOM 1312 CITY: PITTSBURGH STATE: PA ZIP: 15219-4776 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES STEEL CORP/DE DATE OF NAME CHANGE: 19860714 425 1 remindernotice.txt 425 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 Reminder Notice --------------- 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) Each of the Exchange Offers and Withdrawal Rights will expire at 5:00 p.m New York City Time, unless earlier terminated or extended, on December 7, 2001. All Outstanding Securities must be tendered on or prior to this date. United States Steel LLC is offering to exchange, subject to the terms and conditions described in the Prospectus dated November 5, 2001 and the accompanying letters of transmittal, 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 ("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. If you have any questions about the transaction please e-mail them to USS_Exchange@GS.com, or call the Dealer Manager or Information Agent at the numbers below.
The Dealer Manager for the Exchange The Information Agent for the The Exchange Agent for the Exchange Offers is: Exchange Offers is: Offers is: GOLDMAN, SACHS & Co. MELLON INVESTOR SERVICES LLC THE BANK OF NEW YORK 85 Broad Street 44 Wall Street - 7th Floor 20 Broad Street New York, New York 10004 New York, New York 10005 Corp. Trust Services Window Toll Free: (800) 828-3182 Toll Free: (866) 293-6624 New York, New York 10286 Tel: (917) 320-6286 Attn: Reorganization Unit 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.
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