EXHIBIT 99.2
LETTER OF TRANSMITTAL
for
6.75% Convertible Quarterly Income Preferred Securities (QUIPSSM)
of USX Capital Trust I
(Cusip No. 903339 E201)
UNITED STATES STEEL LLC
to be converted into
UNITED STATES STEEL CORPORATION
Offers to Exchange
[ ]% Senior Quarterly Income Debt Securities (SQUIDSSM) due 2031
for 6.50% Cumulative Convertible Preferred Stock of USX Corporation,
6.75% Convertible Quarterly Income Preferred Securities (QUIPSSM) of USX
Capital Trust I,
and 8.75% Cumulative Monthly Income Preferred Shares, Series A (MIPS(R)) of
USX Capital LLC
Pursuant to the Prospectus Dated [ ], 2001.
THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON [ ], 2001, UNLESS EARLIER
TERMINATED OR EXTENDED BY US.
The Exchange Agent
THE BANK OF NEW YORK
By Hand and Overnight By Registered or By Facsimile (Eligible
Courier: Certified Institutions Only):
Mail: (914) 773-5015
(914) 773-5025
20 Broad Street 20 Broad Street
Corp. Trust Services Corp. Trust Services To Confirm by Telephone:
Window Window
New York, New York 10286 New York, New York 10286 (914) 773-5735
Attn: Reorganization Attn: Reorganization
Unit Unit
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.
This Letter of Transmittal need not be completed if (a) the 6.75% QUIPS are
being tendered by book-entry transfer to the account maintained by the
Exchange Agent at the Depository Trust Company ("DTC") pursuant to the
procedures set forth in the Prospectus (as defined below) under "The Exchange
Offers--Procedures for Tendering" beginning on page [ ], and (b) an "agent's
message" is delivered to the Exchange Agent as described on page [ ] of the
Prospectus.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. If 6.75% QUIPS are
registered in different names, a separate Letter of Transmittal must be
submitted for each registered owner. See Instruction 2.
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SQUIDSSM and QUIPSSM are service marks and MIPS(R) is a registered trademark
of Goldman, Sachs & Co.
1
This Letter of Transmittal (the "Letter") relates to the offers (the
"Exchange Offers") of United States Steel LLC, to be converted into United
States Steel Corporation ("United States Steel"), to exchange up to an
aggregate principal amount of $365 million of [ ]% Senior Quarterly Income
Debt Securities due 2031 ("[ ]% SQUIDS") for an equal face amount of 6.50%
Cumulative Convertible Preferred Stock of USX Corporation ("6.50% Preferred
Stock"), 6.75% Convertible Quarterly Income Preferred Securities ("6.75%
QUIPS") of USX Capital Trust I, and 8.75% Cumulative Monthly Income Preferred
Shares, Series A ("8.75% MIPS"), of USX Capital LLC (the 6.50% Preferred
Stock, 6.75% QUIPS, and 8.75% MIPS are collectively referred to as the
"Outstanding Securities"), pursuant to the prospectus dated [ ], 2001 (as
may be amended or supplemented from time to time, the "Prospectus"). For each
$50 face amount of 6.75% QUIPS validly tendered and accepted for exchange, you
will receive $50 principal amount of [ ]% SQUIDS, plus payment for accrued but
unpaid distributions on the 6.75% QUIPS through the Exchange Date (as defined
below). All tenders of 6.75% QUIPS pursuant to the Exchange Offers must be
received by the Exchange Agent prior to [ ], 2001; provided that United
States Steel reserves the right, at any time or from time to time, to extend
the Exchange Offers at its discretion, in which event the term "Expiration
Date" shall mean the latest time and date to which the Exchange Offers are
extended. United States Steel will notify holders of the 6.75% QUIPS of any
extension by means of a press release or other public announcement prior to
9:00 a.m., New York City time, on the next business day after the previously
scheduled Expiration Date.
The Exchange Offers are subject to certain conditions precedent as set forth
in the Prospectus under the caption "The Exchange Offers--Conditions Precedent
to the Exchange Offers," including the minimum condition that at least $150
million face amount of Outstanding Securities, in the aggregate, are validly
tendered and not withdrawn in the Exchange Offers. We will accept up to an
aggregate of $365 million face amount of Outstanding Securities in the
Exchange Offers so long as immediately following the Exchange Offers, there
remains outstanding at least $5 million face amount of each series of the
Outstanding Securities. If we receive tenders for more than $365 million face
amount of Outstanding Securities, we will prorate the number of validly
tendered Outstanding Securities that we will accept from each tendering
holder.
This Letter is to be completed by a holder of 6.75% QUIPS if a tender is to
be made by book-entry transfer to the account maintained by the Exchange Agent
at DTC pursuant to the procedures set forth in the Prospectus under "The
Exchange Offers--Procedures for Tendering" beginning on page [ ], but only if
an agent's message is not delivered through DTC's Automated Tender Offer
Program ("ATOP"). Tenders by book-entry transfer may also be made through
ATOP. DTC participants that are accepting the Exchange Offers must transmit
their acceptance to DTC through ATOP. DTC will then verify the acceptance and
execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will
also send an agent's message to the Exchange Agent for its acceptance. The
agent's message will state that DTC has received an express acknowledgment
from the tendering holder of 6.75% QUIPS, which acknowledgment will confirm
that such holder of 6.75% QUIPS received and agrees to be bound by, and makes
each of the representations and warranties contained in, this Letter, and that
United States Steel may enforce this Letter against such holder of 6.75%
QUIPS. Delivery of the agent's message by DTC will satisfy the terms of the
Exchange Offers in lieu of execution and delivery of this Letter by the DTC
participant identified in the agent's message. Accordingly, this Letter need
not be completed by a holder tendering through ATOP.
Holders of 6.75% QUIPS who are unable to complete the procedures for book-
entry transfer of their 6.75% QUIPS into the Exchange Agent's account at DTC
prior to the Expiration Date must tender their 6.75% QUIPS according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offers--Guaranteed Delivery" on page [ ].
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
2
The undersigned has completed, executed and delivered this Letter to
indicate the action the undersigned desires to take with respect to the
Exchange Offers.
List below the 6.75% QUIPS to which this Letter relates. Tenders of 6.75%
QUIPS will be accepted only in face amounts equal to $50.00 and integral
multiples thereof. If 6.75% QUIPS are registered in different names, a
separate Letter must be submitted for each registered owner. See Instruction
2. If you are accepting the Exchange Offers, you must tender all of your 6.75%
QUIPS. Partial tenders will not be permitted.
DESCRIPTION OF 6.75% QUIPS TENDERED
-------------------------------------------------------------------------------
Name of DTC
Name of Registered Participant and
Holder of 6.75% QUIPS Participant's DTC
as Listed on DTC Account Number in Aggregate Face Amount Soliciting Dealer
Security Position which 6.75% QUIPS are of 6.75% QUIPS (See Instruction 5
Listing Held Tendered Below)
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges that he or she has
received and reviewed the Prospectus and this Letter, which together
constitute United States Steel's Exchange Offers, to exchange up to an
aggregate of $365 million principal amount of [ ]% SQUIDS of United States
Steel for an equal face amount of 6.50% Preferred Stock, 6.75% QUIPS, and
8.75% MIPS, on the terms and subject to the conditions of the Prospectus.
Upon the terms and subject to the conditions of the Exchange Offers, the
undersigned hereby tenders to United States Steel the aggregate number of
6.75% QUIPS indicated above pursuant to the Exchange Offers to exchange $50
principal amount of [ ]% SQUIDS for each $50 face amount of 6.75% QUIPS
validly tendered and accepted, plus payment of accrued but unpaid
distributions through the Exchange Date (as defined below). As used herein,
"Exchange Date" shall mean the third business day following November [ ],
2001, or, if United States Steel extends the Exchange Offers, the third
business day following the latest date and time to which the Exchange Offers
are extended (as so extended, the "Expiration Date"); provided, however, that
if more than $365 million of Outstanding Securities, in the aggregate, are
tendered and proration of tendered shares is required, the Exchange Date shall
occur on or prior to the seventh business day after the Expiration Date.
Subject to, and effective upon, the acceptance of 6.75% QUIPS tendered hereby,
by executing and delivering this Letter (or agreeing to the terms of this
Letter pursuant to an agent's message) the undersigned: (i) irrevocably sells,
assigns, and transfers to or upon the order of United States Steel all right,
title and interest in and to, and all claims in respect of or arising or
having arisen as a result of the undersigned's status as a holder of the 6.75%
QUIPS tendered thereby; (ii) waives any and all rights with respect to the
6.75% QUIPS tendered; and (iii) releases and discharges United States Steel,
USX Capital Trust I, and The Bank of New York, as Trustee under the indenture
relating to the 6.75% QUIPS, from any and all claims such holder may have, now
or in the future, arising out of or related to the 6.75% QUIPS, including,
without limitation, any claims that such holder is entitled to participate in
any redemption of the 6.75% QUIPS. The undersigned acknowledges and agrees
that the tender of 6.75% QUIPS made hereby may not be withdrawn except in
accordance with the procedures set forth in the Prospectus.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the 6.75% QUIPS tendered hereby and
to acquire the [ ]% SQUIDS issuable upon the exchange of such tendered 6.75%
QUIPS, and that, when and if the 6.75% QUIPS tendered hereby are accepted for
exchange, United States Steel will acquire good and unencumbered title to the
tendered 6.75% QUIPS, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim or right. The undersigned
also warrants that it will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or United States Steel to be necessary
or desirable to transfer ownership of such 6.75% QUIPS on the account books
maintained by the Book-Entry Transfer Facility.
3
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that the Exchange Agent also acts as the agent of United
States Steel) with respect to such 6.75% QUIPS with full power of substitution
to: (i) transfer ownership of such 6.75% QUIPS on the account books maintained
by the Book-Entry Transfer Facility to, or upon the order of, United States
Steel; (ii) present such 6.75% QUIPS for transfer of ownership on the books of
United States Steel; (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such 6.75% QUIPS; and (iv) deliver, in book-
entry form, the [ ]% SQUIDS issuable upon acceptance of the 6.75% QUIPS
tendered hereby, plus payment of accrued but unpaid distributions on the 6.75%
QUIPS accepted, together with any 6.75% QUIPS not accepted in the Exchange
Offers, to the DTC account designated herein by the undersigned, all in
accordance with the terms and conditions of the Exchange Offers as described
in the Prospectus.
All authority conferred or agreed to be conferred in this Letter shall
survive the death or incapacity of the undersigned and all obligations of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned.
The Exchange Offers are subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offers--Conditions Precedent to the
Exchange Offers." The undersigned recognizes that as a result of these
conditions (which may be waived by United States Steel, in whole or in part,
in the sole discretion of United States Steel), as more particularly set forth
in the Prospectus, United States Steel may not be required to accept all or
any of the 6.75% QUIPS tendered hereby.
The undersigned understands that a valid tender of 6.75% QUIPS is not made
in acceptable form and risk of loss therefore does not pass until receipt by
the Exchange Agent of this Letter (or an agent's message in lieu thereof) or a
facsimile hereof, duly completed, dated and signed, together with all
accompanying evidences of authority and any other required documents and
signature guarantees in form satisfactory to United States Steel (which may
delegate power in whole or in part to the Exchange Agent). All questions as to
validity, form and eligibility of any tender of the 6.75% QUIPS hereunder
(including time of receipt) and acceptance of tenders and withdrawals of 6.75%
QUIPS will be determined by United States Steel in its sole judgment (which
may delegate power in whole or in part to the Exchange Agent) and such
determination shall be final and binding.
The undersigned understands that, if $365 million face amount or less of
Outstanding Securities, in the aggregate, are validly tendered and not
withdrawn prior to the Expiration Date, United States Steel may accept for
exchange all of such Outstanding Securities, so long as immediately following
the Exchange Offers at least $5 million face amount of each series of the
Outstanding Securities remains outstanding. Upon the terms and subject to the
conditions of the Exchange Offers, if more than $365 million face amount of
Outstanding Securities, in the aggregate, is validly tendered and not
withdrawn prior to the Expiration Date, United States Steel may accept for
exchange Outstanding Securities from each tendering holder on a pro rata
basis, for an aggregate face amount of up to $365 million, so long as
immediately following the Exchange Offers, at least $5 million face amount of
each series of the Outstanding Securities remains outstanding.
In the event that, with respect to any series of the Outstanding Securities,
an aggregate face amount of Outstanding Securities of such series is tendered
in the Exchange Offers such that, if all of the tendered Outstanding
Securities of such series were to be accepted, there would remain outstanding
after the Exchange Offers less than $5 million of Outstanding Securities of
such series, United States Steel may accept for exchange Outstanding
Securities from each tendering holder within that series on a pro rata basis
so that a minimum of $5 million aggregate face amount of such series remains
outstanding. Such proration would be effected only with respect to the
Outstanding Securities of such series, and would be effected following, and in
addition to, any proration required as a result of the tender of more than
$365 million face amount of Outstanding Securities, in the aggregate, in the
Exchange Offers.
The undersigned acknowledges and agrees that issuance of [ ]% SQUIDS, plus a
credit, in payment of accrued but unpaid distributions on the 6.75% QUIPS
through the Exchange Date, to a DTC account designated
4
herein by the undersigned in exchange for validly tendered 6.75% QUIPS that
are accepted in the Exchange Offers, will be made as promptly as practicable
after the Exchange Date.
In the event that the "Special Issuance and Payment Instructions" box is
completed, the undersigned hereby understands and acknowledges that any 6.75%
QUIPS representing face amounts tendered but not accepted in the Exchange
Offers will be issued in the name(s), and delivered by book-entry transfer to
the DTC account number(s), indicated in such box. However, the undersigned
understands and acknowledges that United States Steel has no obligation
pursuant to the "Special Issuance and Payment Instructions" box to transfer
any 6.75% QUIPS from the name(s) of the registered holders thereof to the
person indicated in such box, if United States Steel does not accept any 6.75%
QUIPS so tendered. The undersigned acknowledges and agrees that United States
Steel and the Exchange Agent may, in appropriate circumstances, defer
effecting transfer of 6.75% QUIPS, and may retain such 6.75% QUIPS, until
satisfactory evidence of payment of transfer taxes payable on account of such
transfer by the undersigned, or exemption therefrom, is received by the
Exchange Agent.
Your bank or broker can assist you in completing this form. The instructions
included with this Letter must be followed. Questions and requests for
assistance or for additional copies of the Prospectus, this Letter and the
Notice of Guaranteed Delivery may be directed to the Information Agent, whose
address and telephone number appear on the final page of this Letter. See
Instruction 8 below.
5
Method of Delivery
[_]CHECK HERE IF TENDERED 6.75% QUIPS ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
BOOK-ENTRY TRANSFER FACILITY, AND COMPLETE THE FOLLOWING:
_____________________________________________________________________________
Name of Tendering Institution
_____________________________________________________________________________
Account Number
_____________________________________________________________________________
Transaction Code Number
[_]CHECK HERE IF TENDERED 6.75% QUIPS ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT,
AND COMPLETE THE FOLLOWING:
_____________________________________________________________________________
Name of Registered Holder(s)
_____________________________________________________________________________
Window Ticket Number (if any)
_____________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery
_____________________________________________________________________________
Name of Eligible Institution that Guaranteed Delivery
Delivered by Book-Entry Transfer? [_] Yes [_] No
_____________________________________________________________________________
Account Number
_____________________________________________________________________________
Transaction Code Number
_____________________________________________________________________________
_____________________________________________________________________________
Signature(s) of Holder(s) of 6.75% QUIPS
Must be signed by registered holder(s) of 6.75% QUIPS exactly as such
participant's name appears on a security position listing as the owner of
6.75% QUIPS, or by person(s) authorized to become holder(s) by endorsements
and documents transmitted with this Letter. If signing is by attorney,
executor, administrator, trustee or guardian, agent or other person acting
in a fiduciary or representative capacity, please set forth full title. See
Instructions 2 & 3.
_____________________________________________________________________________
Date
_____________________________________________________________________________
Name(s)
_____________________________________________________________________________
Capacity
_____________________________________________________________________________
Address (Include Zip Code)
_____________________________________________________________________________
DTC Account to which [ ]% SQUIDS should be delivered and payment for accrued
but unpaid distributions through the Exchange Date should be credited
_____________________________________________________________________________
Tax Identification or Social Security Number (See Instruction 9)
_____________________________________________________________________________
Telephone Number (Include Area Code)
6
PAYER'S NAME: BANK OF NEW YORK, Exchange Agent
Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ------------------
SUBSTITUTE CERTIFY BY SIGNING AND DATING Social Security
BELOW. Number or Taxpayer
Identification Number
Form W-9 -------------------------------------------------------
Part 2--Check the box if you are NOT subject to
Department of backup withholding under the provisions of section
the Treasury 3406 of the Internal Revenue Code because either (1)
Internal you are exempt from backup withholding, (2) you have
Revenue Service not been notified that you are subject to backup
withholding as a result of failure to report all
interest or dividends or (3) the Internal Revenue
Service has notified you that you are no longer
subject to backup withholding.
Payer's Request for CERTIFICATION--UNDER THE PENALTIES OF Part 3
Taxpayer PERJURY, I CERTIFY THAT THE INFORMATION Awaiting
Identification Number PROVIDED ON THIS FORM IS TRUE, CORRECT TIN
(TIN) AND COMPLETE.
-------------------------------------------------------
SIGNATURE: ________________ DATE: ______
INSTRUCTIONS: You must not check the box in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, you may check the box in Part 2 above.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE.
THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT
OTHER THAN THE CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
7
SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
(See Instructions 2 & 7)
To be completed ONLY if [ ]% SQUIDS plus accrued but unpaid distributions
for accepted 6.75% QUIPS are to be issued, and 6.75% QUIPS in a face amount
tendered but not accepted in the Exchange Offers are to be issued, in the
name of someone other than the undersigned registered owner and to a DTC
account number other than the account number specified on page 3 above.
Record ownership of [ ]% SQUIDS in book-entry form and credit payment for
accrued but unpaid distributions on accepted 6.75% QUIPS, and issue 6.75%
QUIPS tendered but not accepted in the Exchange Offers, in the name and to
the DTC account number set forth below.
_____________________________________________________________________________
Name
_____________________________________________________________________________
DTC Account #
_____________________________________________________________________________
Address (Including Zip Code)
_____________________________________________________________________________
(Tax Identification or Social Security Number)
(See Instruction 9)
MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTIONS 2 & 3 BELOW)
(CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)
_____________________________________________________________________________
Name of Eligible Institution Guaranteeing Signatures
_____________________________________________________________________________
Address (Including Zip Code)
_____________________________________________________________________________
Telephone Number (Including Area Code)
_____________________________________________________________________________
Authorized Signature
_____________________________________________________________________________
Printed Name
_____________________________________________________________________________
Title
_____________________________________________________________________________
Date
8
INSTRUCTIONS
1. Delivery of Letter of Transmittal. To tender 6.75% QUIPS in the Exchange
Offers, book-entry transfer of the 6.75% QUIPS into the Exchange Agent's
account with DTC, as well as a properly completed and duly executed copy or
manually signed facsimile of this Letter, or an agent's message in lieu of
this Letter, and any other documents required by this Letter, must be received
by the Exchange Agent, at its address set forth herein, prior to 5:00 p.m. New
York City time on the Expiration Date. Tenders of 6.75% QUIPS in the Exchange
Offers may be made prior to the Expiration Date in the manner described in the
preceding sentence and otherwise in compliance with this Letter.
THE METHOD OF DELIVERY OF THIS LETTER, AND ALL OTHER REQUIRED DOCUMENTS TO
THE EXCHANGE AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN
AGENT'S MESSAGE TRANSMITTED THROUGH DTC'S AUTOMATED TENDER OFFER PROGRAM, IS
AT THE ELECTION AND RISK OF THE TENDERING HOLDER OF 6.75% QUIPS. IF SUCH
DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY
INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE, CONDITIONAL
OR CONTINGENT TENDERS OF 6.75% QUIPS WILL BE ACCEPTED. EXCEPT AS OTHERWISE
PROVIDED BELOW, DELIVERY WILL BE MADE WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. THIS LETTER AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE
EXCHANGE AGENT, NOT TO UNITED STATES STEEL OR DTC.
6.75% QUIPS tendered pursuant to the Exchange Offers may be withdrawn at any
time prior to 5:00 p.m. New York City time on the Expiration Date, unless the
Exchange Offers are extended with material changes in the terms thereof, in
which case tenders of 6.75% QUIPS may be withdrawn under the conditions
described in the extension. In order to be valid, notice of withdrawal of
tendered 6.75% QUIPS must comply with the requirements set forth in the
Prospectus under the caption "The Exchange Offers--Proper Execution and
Delivery of Letters of Transmittal--Withdrawal of Tenders" on page [ ].
2. Signatures on Letter of Transmittal, Powers and Endorsements. This Letter
must be signed by or on behalf of the registered holder(s) of the 6.75% QUIPS
tendered hereby. The signature(s) on this Letter must be exactly the same as
the name(s) that appear(s) on the security position listing of DTC in which
such holder of 6.75% QUIPS is a participant, without alteration or enlargement
or any change whatsoever. IN ALL OTHER CASES, ALL SIGNATURES ON LETTERS OF
TRANSMITTAL MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR.
If any of the 6.75% QUIPS tendered hereby are registered in the name of two
or more holders, all such holders must sign this Letter. If any tendered 6.75%
QUIPS are registered in client names on several certificates, it will be
necessary to complete, sign, and submit as many separate copies of this Letter
and any necessary accompanying documents as there are different names in which
the 6.75% QUIPS are held.
If this Letter or any 6.75% QUIPS or powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by United States
Steel, proper evidence satisfactory to United States Steel of their authority
so to act must be submitted with this Letter.
3. Guarantee of Signatures. If this Letter is not signed by the holder, the
holder must transmit a separate, properly completed power with this Letter (in
either case, executed exactly as the name(s) of the participant(s) appear(s)
on such security position listing), with the signature on the endorsement or
power guaranteed by a Medallion Signature Guarantor, unless such powers are
executed by an Eligible Guarantor Institution (defined below).
9
An Eligible Guarantor Institution (as defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
means:
(i) Banks (as defined in Section 3(a) of the Federal Deposit Insurance
Act);
(ii) Brokers, dealers, municipal securities dealers, municipal securities
brokers, government securities dealers, and government securities
brokers, as those terms are defined under the Act;
(iii) Credit unions (as that term is defined in Section 19b(1)(A) of the
Federal Reserve Act);
(iv) National securities exchanges, registered securities associations,
and clearing agencies, as those terms are used under the Act; and
(v) Savings associations (as that term is defined in Section 3(b) of the
Federal Deposit Insurance Act).
For a correction of name or a change in name which does not involve a change
in ownership, you may proceed as follows: For a change in name by marriage,
etc., this Letter should be signed, e.g., "Mary Doe, now by marriage, Mary
Jones." For a correction in name, this Letter should be signed, e.g., "James
E. Brown, incorrectly inscribed as J. E. Brown." In any such case, the
signature on this Letter must be guaranteed as provided above, and the holder
must complete the Special Issuance and Payment Instructions above.
You should consult your own tax advisor as to possible tax consequences
resulting from the issuance of [ ]% SQUIDS, as described above, in a name
other than that of the registered holder(s) of the surrendered 6.75% QUIPS.
4. Transfer Taxes. United States Steel will pay all transfer taxes, if any,
applicable to the transfer and exchange of Outstanding Securities to United
States Steel in the Exchange Offers. If transfer taxes are imposed for any
other reason, the amount of those transfer taxes, whether imposed on the
registered holder or any other persons, will be payable by the tendering
holder. Other reasons transfer taxes could be imposed include:
. if SQUIDS in book-entry form are to be registered in the name of any
person other than the person signing the Letter; or
. if tendered Outstanding Securities are registered in the name of any
person other than the person signing the Letter.
If satisfactory evidence of payment of or exemption from those transfer
taxes is not submitted with the Letter, the amount of those transfer taxes
will be billed directly to the tendering holder and/or withheld from any
payments due with respect to the Outstanding Securities tendered by such
holder.
5. Solicited Tenders. United States Steel will pay, or cause to be paid, to
Soliciting Dealers (as defined herein), designated by the beneficial owner of
6.75% QUIPS validly tendered, accepted and exchanged in the Exchange Offers, a
solicitation fee of 2% of the face amount of each of the 6.75% QUIPS validly
tendered, accepted and exchanged in the Exchange Offers, with respect to which
such Soliciting Dealer was designated.
A Soliciting Dealer must first get approval from the beneficial owner of the
Outstanding Securities tendered to have themselves designated as the
soliciting dealer for that tender. In order to receive the soliciting dealer
fee with respect to any tendered Outstanding Securities, the email must relate
to Outstanding Securities that have been validly tendered and not withdrawn.
"Soliciting Dealer" includes: (A) any broker or dealer which is a member in
good standing of a registered national securities exchange in the United
States or of the National Association of Securities Dealers, Inc.; (B) any
foreign broker or dealer that agrees to conform to the requirements set forth
in the Prospectus and this Letter, with respect to the solicitation of tenders
outside of the United States; and, (C) any commercial bank and trust company
having an office, branch or agency in the United States, any one of whom has
solicited and obtained a tender pursuant to the Exchange Offers.
10
Soliciting Dealers include organizations described in clauses (A), (B) and
(C) above even when activities of such organizations in connection with the
Exchange Offers consist solely of forwarding to clients materials relating to
the Exchange Offers, including the Prospectus and this Letter, and tendering
as directed by beneficial owners thereof; provided that under no circumstances
shall any fee be paid to Soliciting Dealers more than once with respect to any
6.75% QUIPS. No Soliciting Dealer is required to make any recommendation to
holders of 6.75% QUIPS as to whether to tender or refrain from tendering in
the Exchange Offers. No assumption is made, in making payment to any
Soliciting Dealer, that its activities in connection with the Exchange Offers
included any activities other than those described above, and for all purposes
noted in all materials distributed in relation to the Exchange Offers, the
term "solicit" shall be deemed to mean no more than processing 6.75% QUIPS
tendered or forwarding to customers materials regarding the Exchange Offers,
except as such term may be used in relation to the dealer managers.
6. Validity of Surrender; Irregularities. All questions as to validity, form
and eligibility of any surrender of the 6.75% QUIPS hereunder will be
determined by United States Steel, in its sole judgment (which may delegate
power in whole or in part to the Exchange Agent), and such determination shall
be final and binding. United States Steel reserves the right to waive any
irregularities or defects in the surrender of any 6.75% QUIPS and its
interpretations of the terms and conditions of this Letter (including these
instructions) with respect to such irregularities or defects shall be final
and binding. A surrender will not be deemed to have been made until all
irregularities have been cured or waived.
7. Special Issuance and Payment Instructions and Special Delivery
Instructions. Indicate the name in which ownership of the [ ]% SQUIDS on the
DTC security listing position is to be recorded and the name and DTC account
number to which a credit for payment of accrued but unpaid disbursements on
the 6.75% QUIPS is to be made if different from the name and account number of
the person(s) signing this Letter. A Social Security Number will be required.
8. Additional Copies. Additional copies of this Letter may be obtained from
the Information Agent at the address listed below.
9. Substitute Form W-9. You are required, unless an exemption applies, to
provide the Exchange Agent with a correct Taxpayer Identification Number
("TIN"), generally the holder's social security number or employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided above and to certify under penalties of perjury, that
such TIN is correct and that you are not subject to backup withholding by
checking the box in Part 2 of the form. Failure to provide the information on
the form may subject the holder (or other payee) to a penalty of $50 imposed
by the Internal Revenue Service ("IRS") and a federal income tax backup
withholding on the payment of the amounts due. The box in Part 3 of the form
may be checked if you have not been issued a TIN and have applied for a number
or intend to apply for a number in the near future. If the box in Part 3 is
checked and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will backup withhold on payment of the amounts due until a TIN
is provided to the Exchange Agent.
IF FURTHER INSTRUCTIONS ARE DESIRED, CONTACT THE INFORMATION AGENT
MELLON INVESTOR SERVICES LLC
44 WALL STREET--7TH FLOOR
NEW YORK, NEW YORK 10005
PHONE: (917) 320-6286
FAX: (917) 320-6320
TOLL FREE: (866) 293-6624
IMPORTANT TAX INFORMATION
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Under U.S. federal income tax law, a holder whose 6.75% QUIPS are accepted
for exchange, unless an exemption applies, is required by law to provide the
Exchange Agent with such holder's correct TIN on Substitute Form W-9 (provided
above). If such holder is an individual, the TIN is his or her social security
number. If the Exchange Agent is not provided with the correct TIN, the holder
may be subject to a $50 penalty imposed by the Internal Revenue Service (the
"IRS"). In addition, payments that are made to such holder pursuant to this
Letter may be subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to these backup withholding
and reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under penalties
of perjury, attesting to that individual's exempt status. Such statements can
be obtained from the Exchange Agent. Exempt holders, other than foreign
holders, should furnish their TIN, write "EXEMPT" on the face of their
Substitute Form W-9 and sign, date and return the Substitute Form W-9 to the
Exchange Agent. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Exchange Agent may be required to backup
withhold on any such payments made to the holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a holder, the
holder is required to notify the Exchange Agent of his or her correct TIN (or
the TIN of another payee) by completing the section of Form W-9 (Part 2)
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct (or that such holder is awaiting a taxpayer identification
number) and that (1) the holder has not been notified by the IRS that he or
she is subject to backup withholding as a result of failure to report all
interest or dividends or (2) the IRS has notified the holder that he or she is
no longer subject to backup withholding.
What Number to Give the Paying Agent
The holder is required to give the Exchange Agent the TIN, generally the
social security number or employer identification number, of the record owner
of the tendered 6.75% QUIPS. If the 6.75% QUIPS are in more than one name or
are not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidelines on which number to report. If the holder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future, he or she should check the box in Part 3 of the Substitute
Form W-9, sign and date the Substitute Form W-9. If the box in Part 3 is
checked and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will backup withhold on all cash payments until a TIN is
provided to the Exchange Agent.
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